Common use of Procedure for Borrowing Clause in Contracts

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in (a "NOTICE OF BORROWING") not later than 10:30 A.M. (New York City time) on (x) the form date of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio timeeach Base Rate Borrowing, (ay) three the second Domestic Business Day before each CD Borrowing and (3z) the third Euro-Dollar Business Days prior to Day before each Euro-Dollar Borrowing, specifying: (i) the requested Borrowing Datedate of such Borrowing, which shall be a Domestic Business Day in the case of Eurodollar Loans, a Domestic Borrowing or (b) one (1) a Euro-Dollar Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, a Euro-Dollar Borrowing, (ii) the requested Borrowing Date and aggregate amount of such Borrowing, (iii) whether the Loans comprising such Borrowing are to be CD Loans, Base Rate Loans or Euro-Dollar Loans, and (iv) in the case of Eurodollar Loansa Fixed Rate Borrowing, the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Period therefor. Any Loans made on applicable thereto, subject to the Closing Date shall initially be ABR Loans. Each borrowing under provisions of the Commitments shall be in an amount equal to definition of Interest Period. (xb) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any a Notice of Borrowing from the BorrowerBorrowing, the Administrative Agent shall promptly notify each Lender thereofBank of the contents thereof and of such Bank's share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (c) Not later than 12:00 Noon (New York City time) on the date of each Borrowing, each Bank shall (except as provided in subsection (d) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 9.01. Each Lender Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Administrative Agent will make the amount funds so received from the Banks available to the Borrower at the Administrative Agent's aforesaid address. (d) If any Bank makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in subsection (c), or remitted by the Borrower to the Administrative Agent as provided in Section 2.10, as the case may be. (e) Unless the Administrative Agent shall have received notice from a Bank prior to the time of any Borrowing Base Commitment Percentage of each borrowing that such Bank will not make available to the Administrative Agent for such Bank's share of such Borrowing, the account Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (c) and (d) of this Section and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower at on such date a corresponding amount. If and to the Funding Office prior to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower in funds immediately extent that such Bank shall not have so made such share available to the Administrative Agent. Such borrowing will then be , such Bank and, if such Bank fails to do so within three Domestic Business Days of demand therefor, the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower by until the date such amount is repaid to the Administrative Agent crediting Agent, at (i) in the account case of the Borrower on Borrower, a rate per annum equal to the books higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such office with Bank, the aggregate of the amounts made available Federal Funds Rate. If such Bank shall repay to the Administrative Agent by the Lenders and such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in like funds as received by the Administrative Agentsuch Borrowing for purposes of this Agreement.

Procedure for Borrowing. a. Whenever Borrower desires to borrow under Section 2.1, it shall deliver a Notice of Borrowing to Administrative Agent no later than 11:00 A.M. (New York time) in the case of Base Rate Loans at least one Business Day and in the case of Eurocurrency Loans at least three Business Days in advance of the proposed Borrowing Date. The Notice of Borrowing shall specify (i) the proposed Borrowing Date (which shall be a Business Day), (ii) whether such Loans are to be denominated in U.S. Dollars or, subject to the limit in Section 2.1, GBP, (iii) the amount of the Loans requested (which amount shall be in a minimum aggregate amount of $1,000,000 and integral multiples of $500,000 in excess of that amount if the Loans are to be denominated in U.S. Dollars or a minimum aggregate amount of GBP 1,000,000 and integral multiples of GBP 500,000 in excess of that amount if the Loans are to be denominated in GBP), (iv) whether such Loans will be Base Rate Loans or Eurocurrency Loans and, if Eurocurrency Loans are specified, the initial Interest Period requested for such Eurocurrency Loans, (v) the account of Borrower to which the net proceeds of the requested Loans are to be credited, (vi) that the representations and warranties contained in the Loan Documents are true, correct and accurate in all material respects to the same extent as though made on and as of the date of such Notice of Borrowing unless stated in the relevant Loan Document to relate to a specific earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date, (vii) that no event has occurred and is continuing or would result from the proposed borrowing that would constitute a Default or Event of Default, and (viii) that the amount of the proposed borrowing will not cause (A) the aggregate outstanding principal amount of the Loans to exceed the Commitments currently in effect or (B) the aggregate amount of the Loans denominated in GBP then outstanding to exceed the Equivalent Amount of $100,000,000 (as determined in accordance with Section 1.3(b)). -37- In lieu of delivering the above-described Notice of Borrowing, Borrower may borrow under give Administrative Agent telephonic notice (which telephonic notice shall be followed immediately with a notice by facsimile telecopy) by the Commitments during the Commitment Period on any Business Day, time specified for a Notice of Borrowing above; provided that the Borrower such notice shall give the Administrative Agent irrevocable notice be promptly confirmed in the form writing by delivery of a Notice of Borrowing (which notice must be received by the to Administrative Agent prior to 12:00 Noon, Cleveland, Ohio time, (a) three (3) Business Days prior to on or before the requested applicable Borrowing Date; provided further that in the event of a discrepancy between a Notice of Borrowing and such telephonic notice, the telephonic notice shall govern. Except as otherwise provided in Sections 2.13 and 2.14, a Notice of Borrowing (or telephonic notice in lieu thereof as provided above) shall be irrevocable, and Borrower shall be bound to make the borrowing specified in such Notice of Borrowing (or telephonic notice in lieu thereof as provided above) in accordance therewith. None of Agent, Administrative Agent or any Lender shall incur any liability to any Person (including Borrower or any of its Subsidiaries) in acting upon any telephonic notice referred to above that Administrative Agent or Agent believes in good faith to have been given by a duly authorized officer or other Person authorized to borrow on behalf of Borrower or otherwise acting in good faith under this Section 2.3, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Borrower shall have effected the borrowing of such Loans hereunder. b. All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares of the Commitments, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make Loans requested hereunder nor shall the Commitment of any Lender to make Loans requested hereunder be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make Loans requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to Section 2.3(a) (or telephonic notice in lieu thereof followed immediately with a notice by facsimile telecopy) and in any event not later than 2:00 p.m. (New York time) on the preceding Business Day (in the case of Eurodollar Base Rate Loans, ) or at least three Business Days (b) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Eurocurrency Loans) in advance of the proposed Borrowing Date, Administrative Agent shall notify each Lender of the relevant details of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent, in immediately available funds, at the account specified by Administrative Agent to the Lenders, not later than 11:00 A.M. (New York time) on the Borrowing Date specified in the applicable Notice of Borrowing. Upon satisfaction or waiver of the applicable conditions precedent specified in Sections 4.1 and 4.2, Administrative Agent shall make the proceeds of such Loans available to Borrower on such Borrowing Date by causing an amount of immediately available funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account specified by Borrower in the Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to the Borrowing Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Borrowing Date (and any such notice shall be without prejudice to any rights of Borrower against such Lender hereunder), specifying (i) the Administrative Agent may assume that such Lender has made such amount and Type of Loans available to be borrowed, (ii) the requested Administrative Agent on such Borrowing Date and (iii) Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Borrowing Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Borrowing Date until the date such amount is paid to Administrative Agent, at the Base Rate in the case of Eurodollar Loans, Loans denominated in U.S. Dollars or at the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) Alternate GBP Rate in the case of ABR LoansLoans denominated in GBP. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the Borrower and Borrower shall immediately pay such corresponding amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent together with interest thereon, for each day from such Borrowing Date until the account of the Borrower date such amount is paid to Administrative Agent, at the Funding Office prior Base Rate in the case of Loans denominated in U.S. Dollars or at the Alternate GBP Rate in the case of Loans denominated in GBP. Nothing in this Section 2.3 shall be deemed to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentLender hereunder.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during Company’s irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must to be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio not later than 9:00 a.m. (San Francisco time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or and (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole and any multiple of $1,000,000 in excess thereof, in the case of Offshore Rate Loans, or $2,000,000 and any multiple of $500,000 in excess thereof, in the case of Base Rate Loans; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) in the case of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank’s Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent’s Payment Office prior to by 12:00 noon, Cleveland, Ohio noon (San Francisco time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office Bank of America with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than six different Interest Periods in effect.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of the Commitments during Term Loans or the Commitment Period on any Business Day, provided that Revolving Loans shall be made upon the Borrower shall give Company's irrevocable written notice delivered to the Administrative Agent irrevocable notice in accordance with Section 11.2 in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 9:00 a.m. (San Francisco time, )) (ai) three (3) Business Days prior to the requested Borrowing Datedate, in the case of Eurodollar Rate Loans, or ; and (bii) one (1) Business Day prior to on the requested Borrowing Datedate, in the case of ABR Base Rate Loans), specifying specifying: (iA) that the amount and Type of Borrowing comprises the Term Loans to be borrowed, or Revolving Loans; (ii) the requested Borrowing Date and (iiiB) in the case of Eurodollar a Borrowing comprising Revolving Loans, the respective amounts of each such Type of Loan and the respective lengths amount of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum principal amount equal to of five million Dollars (x$5,000,000) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) except in the case of Eurodollar LoansRate Loans with a proposed Interest Period of one week, in which case the aggregate minimum principal amount shall be twenty million Dollars ($5,000,000 or a whole 20,000,000) or, in either case, any multiple of five hundred thousand Dollars ($1,000,000 500,000) in excess thereof; (C) the requested Borrowing date, which shall be a Business Day; (D) whether the Borrowing is to comprise Eurodollar Rate Loans or Base Rate Loans; (E) the duration of the Interest Period applicable to the Borrowing described in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprising Eurodollar Rate Loans, such Interest Period shall be 90 days or three months, respectively; and (F) with respect to any Borrowing of Revolving Loans after the date the Company gives the notice regarding allocation of such Revolving Loans pursuant to Section 2.16, whether the Borrowing shall be allocated to the Revolving Facility Tranche or the Capital Expenditure Tranche. (b) Upon receipt of any the Notice of Borrowing from the BorrowerBorrowing, the Administrative Agent shall will promptly notify each Lender thereof. Bank thereof and of the amount of such Bank's Revolving Credit Commitment Percentage or Term Credit Commitment Percentage, or both of them, as the case may be, of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Revolving Credit Commitment Percentage or Term Credit Commitment Percentage, or both of each borrowing them, as the case may be, of the Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Administrative Agent's Payment Office prior to by 12:00 noon, Cleveland, Ohio noon (San Francisco time, ) on the Borrowing Date date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent, unless on the date of the Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Swingline Loans pursuant to Section 2.10 or the reimbursement of any outstanding drawings under Letters of Credit pursuant to Section 3.3, in which case such proceeds or portion thereof shall be applied to the repayment of such Swingline Loans or the reimbursement of such Letter of Credit drawings, as the case may be.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during borrowing Fund's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Operations Agent irrevocable notice in the form of a Notice loan request ("LOAN REQUEST") substantially in the form of Borrowing EXHIBIT 2.3 hereto (which notice must be received on a Business Day by the Administrative Operations Agent prior to 12:00 Noon9:00 a.m. (Pacific time) on the Borrowing Date for which a Committed Loan is requested, Cleveland, Ohio time, specifying: (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (iA) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereof; and (B) the requested Borrowing Date, which shall be a Business Day. Upon In the event that more than one Loan Request is delivered on any Business Day, the Operations Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receipt. (b) The Operations Agent will promptly notify each Bank of its receipt of any Notice Loan Request and of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Operations Agent for the account of the Borrower borrowing Fund at the Funding Operations Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 10:00 a.m. (Pacific time, ) on the Borrowing Date requested by the Borrower borrowing Fund in funds immediately available to the Administrative AgentOperations Agent for deposit to the account which the Operations Agent shall from time to time specify by notice to the Banks. Such borrowing The proceeds of all such Committed Loans will then be made available to the Borrower Fund by the Administrative Operations Agent crediting the account of the Borrower on the books of such office in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Operations Agent by the Lenders and Fund in like funds as received by the Administrative Operations Agent. No Bank's obligation to make any Committed Loan shall be affected by any other Bank's failure to make any Committed Loan.

Procedure for Borrowing. (a) The Borrower Company may borrow under the Commitments during the Commitment Period on any Business Day, provided that that, with respect to any borrowing, the Borrower Company shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon2:00 p.m. (or, Clevelandwith respect to Swing Line Loans, Ohio 3:00 p.m.), New York City time), (ai) three (3) Business Days prior to the requested Borrowing Date, in Date if all or any part of the case of Loans are to be Eurodollar Loans, or Loans and (bii) one (1) Business Day prior to the requested Borrowing DateDate (or, in the case of ABR Swing Line Loans), on the requested Borrowing Date) if the borrowing is to be solely of Alternate Base Rate Loans and specifying (iA) the amount and Type of the borrowing, (B) whether such Loans are initially to be borrowedEurodollar Loans or Alternate Base Rate Loans or a combination thereof, (iiC) if the requested Borrowing Date and (iii) in the case of borrowing is to be entirely or partly Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Any for such Eurodollar Loans and (D) whether the Loan is a Term Loan (with respect to Loans to be made on the Closing Date), a Swing Line Loan or a Revolving Loan; provided, however, that the Loans made on the Closing Date shall be made initially be ABR as Alternate Base Rate Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower, such notice the Administrative Agent shall promptly notify each Lender thereofLender. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noonNot later than 2:00 p.m., Cleveland, Ohio New York City time, on the Borrowing Date requested by the Borrower specified in funds immediately such notice, each Lender shall make available to the Administrative Agent. Such borrowing Agent at the office of the Administrative Agent specified in subsection 11.2 (or at such other location as the Administrative Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by such Lender (except that proceeds of Swing Line Loans will then be made available to the Borrower Company in accordance with subsection 3.4(a)). Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Company by the Administrative Agent's crediting the account of the Borrower on Company, at the books office of such office the Administrative Agent specified in subsection 11.2, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders and in like funds as received by the Administrative Agent. (b) Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of all Eurodollar Loans having the same Interest Period shall not be less than $2,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) no more than sixteen Interest Periods shall be in effect at any one time.

Procedure for Borrowing. The Whenever the Borrower may borrow desires an Advance under the Commitments during the Commitment Period on any Business DayRevolving Commitment, provided that the Borrower it shall give Agent telegraphic, telex, facsimile or telephonic notice ("Notice of Borrowing") of such requested Advance, which in the Administrative Agent irrevocable notice case of telephonic notice, shall be promptly confirmed in writing. Each Notice of Borrowing shall be in the form of a Notice of Borrowing (which notice must Exhibit "A" attached hereto and shall be received by the Administrative Agent prior to 12:00 Noonnot later than 11:00 a.m. Dallas, Cleveland, Ohio Texas time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (bi) one (1) Business Day prior to the requested Borrowing Date, Date in the case of ABR the Base Rate Loan, or (ii) three Business Days prior to any proposed Borrowing Date in the case of LIBOR Loans), specifying . Each Notice of Borrowing shall specify (i) the Borrowing Date (which shall be a Business Day), (ii) the principal amount and Type of Loans to be borrowed, (iiiii) the requested Borrowing Date portion of the Advance constituting Base Rate Loans and/or LIBOR Loans and (iiiiv) if any portion of the proposed Advance is to constitute LIBOR Loans, the initial Interest Period selected by Borrower pursuant to Section 4 hereof to be applicable thereto. Upon receipt of such Notice, Agent shall advise each Lender thereof; provided, that if the Lenders have received at least one (1) day's notice of such Advance prior to funding of a Base Rate Loan, or at least three (3) days' notice of each Advance prior to funding in the case of Eurodollar Loansa LIBOR Loan, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of shall provide Agent at its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower office at the Funding Office prior to 12:00 noon1717 Xxxx Xxxxxx, ClevelandXxxxxx, Ohio Xxxxx 00000, xxt later than 1:00 p.m., Dallas, Texas time, on the Borrowing Date requested by the Borrower Date, in funds immediately available to funds, its pro rata share of the Administrative Agentrequested Advance, but the aggregate of all such fundings by each Lender shall never exceed such Lender's Commitment. Such borrowing will then be made Not later than 2:00 p.m., Dallas, Texas time, on the Borrowing Date, Agent shall make available to the Borrower by at the Administrative same office, in like funds, the aggregate amount of such requested Advance. Neither Agent crediting the account of nor any Lender shall incur any liability to the Borrower in acting upon any Notice of Borrowing referred to above which Agent or such Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on the books behalf of Borrower or for otherwise acting in good faith under this Section 2(b). Upon funding of Advances by Lenders and such office with the aggregate of the amounts funds being made available to Borrower in accordance with this Agreement, pursuant to any such Notice, the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentBorrower shall have effected Advances hereunder.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Company's irrevocable written notice delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio (i) 10:30 a.m. (Chicago time, (a) three (3) four Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Currency Loans, or ; (bii) one 11:30 a.m. (1Chicago time) three Business Day Days prior to the requested Borrowing Date, in the case of ABR Offshore Rate Loans denominated in Dollars; and (iii) 10:30 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Loans), specifying in any such case, specifying: (i) the amount and Type of Loans to the Borrowing, which shall be borrowed, in an aggregate amount not less than the Minimum Tranche; (ii) the requested Borrowing Date and Date, which shall be a Business Day; (iii) the Type of Loans comprising the Borrowing; (iv) the duration of the Interest Period applicable to any Offshore Rate Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month; and (v) in the case of Eurodollar a Borrowing comprised of Offshore Currency Loans, the respective amounts of each such Type of Loan and Applicable Currency; provided, however, that if so requested by the respective lengths of Administrative Agent, all Borrowings during the initial Interest Period therefor. Any Loans made on first 60 days following the Closing Date shall initially be ABR Loans. Each borrowing under have the Commitments same Interest Period and shall be be, at the Borrower's option, Base Rate Loans or Offshore Rate Loans in an amount equal to Dollars for Interest Periods no longer than one month. (xb) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any the Notice of Borrowing from the BorrowerBorrowing, the Administrative Agent shall will promptly notify each Lender thereofBank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Bank's Pro Rata Share of the Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact Dollar Equivalent amount of such Bank's Pro Rata Share of the Borrowing. The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.05(a). (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Payment Office prior to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower Company in funds immediately available to Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time) and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Administrative AgentAgent may specify. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than nine (9) different Interest Periods in effect in the aggregate for all Loans.

Procedure for Borrowing. The (a) Each Borrowing shall be made upon the irrevocable written notice of a Borrower may borrow under delivered to the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 11:00 a.m. (Charlotte time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) three Business Days (A) the applicable Borrower; (B) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereof; (C) the requested Borrowing Date, which shall be a Business Day; (D) the Type of Loans comprising the Borrowing; and (E) the duration of the Interest Period applicable to such Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the applicable Borrower at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 1:00 p.m. (Charlotte time, ) on the Borrowing Date requested by the applicable Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the applicable Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in applicable Borrower of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than five different Interest Periods in effect.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Revolving Loans (other than a Borrowing of Revolving Loans pursuant to Section 3.03(b)) shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Borrower's irrevocable written notice delivered to the Administrative Agent irrevocable notice in accordance with Section 12.02 in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent (i) prior to 12:00 Noon, Cleveland, Ohio 11:30 a.m. (New York City time, (a) not less than three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or Loans and (bii) one (1) Business Day prior to 11:30 a.m. (New York City time) on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to the Borrowing, which shall be borrowed, in an aggregate minimum principal amount of $1,000,000 or any multiple of $50,000 in excess thereof; (iiB) the requested Borrowing Date and Date, which shall be a Business Day; (iiiC) whether the Borrowing is to be comprised of Eurodollar Loans or Base Rate Loans; and (D) the duration of the Interest Period, if any, applicable to such Revolving Loans included in such notice. If the case Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to one month. (xb) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any the Notice of Borrowing from the BorrowerBorrowing, the Administrative Agent shall will promptly notify each Lender thereof. Bank of the contents thereof and of the amount of such Bank's Revolving Commitment Percentage of the requested Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Revolving Commitment Percentage of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Administrative Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 2:00 p.m. (New York City time, ) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing Unless any applicable condition of Article V has not been satisfied, the proceeds of all such Revolving Loans (other than Revolving Loans made pursuant to Section 3.03(b)) will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders Borrower. (d) Upon the occurrence and during the continuance of any Specified Default, the Borrower shall not have the right to elect (and shall not elect) to have a Revolving Loan be made as a Eurodollar Loan. (e) After giving effect to any Borrowing, there shall not be more than eight different Interest Periods in like funds as received by the Administrative Agenteffect in respect of all Revolving Loans.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Revolving Loans or Term Loans shall be made upon the Commitments during Company's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 10:30 a.m. (Chicago time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an amount equal to (x) in the case of ABR Offshore Rate Loans, in a minimum amount of $1,000,000 200,000 or a whole higher integral multiple thereof (or, if the then aggregate Available Commitments are less than of $1,000,000, such lesser amount) 100,000 and (y) in the case of Eurodollar Base Rate Loans, in an aggregate minimum amount of $5,000,000 200,000 or a whole higher integral multiple of $1,000,000 100,000; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) in excess thereof. Upon the case of Offshore Rate Loans, the duration of the Interest Period therefor. (b) The Agent will promptly notify each Lender of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Lender's Pro Rata Share of such Borrowing. (c) Each Lender will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent's Payment Office prior to by 12:00 noon, Cleveland, Ohio noon (Chicago time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office BAI with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than five different Interest Periods in effect.

Procedure for Borrowing. (a) The Borrower Company may borrow under the Commitments during the Commitment Period on any Business Day, provided that that, with respect to any borrowing, the Borrower Company shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon2:00 p.m. (or, Clevelandwith respect to Swing Line Loans, Ohio 3:00 p.m.), New York City time), (ai) three (3) Business Days prior to the requested Borrowing Date, in Date if all or any part of the case of Loans are to be Eurodollar Loans, or Loans and (bii) one (1) Business Day prior to the requested Borrowing DateDate (or, in the case of ABR Loans)Swing Line Loans and Loans made on the Closing Date, on the requested Borrowing Date) if the borrowing is to be solely of Alternate Base Rate Loans and specifying (iA) the amount and Type of the borrowing, (B) whether such Loans are initially to be borrowedEurodollar Loans or Alternate Base Rate Loans or a combination thereof, (iiC) if the requested Borrowing Date and (iii) in the case of borrowing is to be entirely or partly Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Any for such Eurodollar Loans and (D) whether the Loan is a Term Loan (with respect to Loans made on the Closing Date), a Swing Line Loan or a Revolving Credit Loan; provided, however, that the Loans made on the Closing Date shall be made initially be ABR as Alternate Base Rate Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower, such notice the Administrative Agent shall promptly notify each Lender thereofLender. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noonNot later than 2:00 p.m., Cleveland, Ohio New York City time, on the Borrowing Date requested by the Borrower specified in funds immediately such notice, each Lender shall make available to the Administrative Agent. Such borrowing Agent at the office of the Administrative Agent specified in subsection 11.2 (or at such other location as the Administrative Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by such Lender (except that proceeds of Swing Line Loans will then be made available to the Borrower Company in accordance with subsection 3.4(a)). Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Company by the Administrative Agent's crediting the account of the Borrower on Company, at the books office of such office the Administrative Agent specified in subsection 11.2, with the aggregate of the amounts made available to amount actually received by 38 33 the Administrative Agent by from the Lenders and in like funds as received by the Administrative Agent. (b) Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of all Eurodollar Loans having the same Interest Period shall not be less than $2,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) no more than sixteen Interest Periods shall be in effect at any one time.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio time, (a) three (3) 11:00 A.M., Eastern time, two U.S. Government Securities Business Days prior to the requested Borrowing Closing Date, in the case of Eurodollar Loans, or SOFR Loans and (b) 11:00 A.M., Eastern time, one (1) Business Day prior to the requested Borrowing Closing Date, in the case of ABR Loans), specifying ) requesting that the Lenders make the Loans on the Closing Date. Such notice shall specify (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and Closing Date, (iii) in whether the case borrowing is to be of Eurodollar SOFR Loans, ABR Loans or a combination thereof, (iv) if the respective amounts borrowing is to be entirely or partly of each such Type of Loan and SOFR Loans, the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) Periods therefor and (yv) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereofaccount into which such borrowing is to be deposited. Upon receipt of any Notice of Borrowing such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Not later than 1:00 P.M., Eastern time, on the Closing Date each Lender will shall make the amount of its Borrowing Base Commitment Percentage pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by office of the Administrative Agent crediting specified in Section 9.2 in immediately available funds equal to the account Loan or Loans to be made by such Lender. The Administrative Agent shall send by wire transfer of the Borrower on the books of such office with immediate available funds the aggregate of the amounts made available to the Administrative Agent by the Lenders and to the account designated by the Borrower in like funds as received by such notice to the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during Company's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio (i) 10:00 a.m. (Pacific time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or and (bii) one 9:00 a.m. (1Pacific time) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying signed by two Responsible Officers and specifying: (A) the amount of the Borrowing, which shall be (i) the in an aggregate minimum amount of $1,000,000 or any multiple of $100,000 in excess thereof for Base Rate Loans and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an aggregate amount equal to (x) of $10,000,000 or in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple multiples of $1,000,000 in excess thereofthereof for Offshore Rate Loans; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to such Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 11:00 a.m. Pacific time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower on the books at such office by wire transfer of such office with proceeds to such account as the aggregate of the amounts made available to the Administrative Agent by the Lenders and Company may designate in writing in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than ten (10) different Interest Periods in effect in respect of all Loans together then outstanding.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Revolving Loans shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Company's irrevocable written notice delivered to the Administrative Agent irrevocable notice in accordance with Section 10.02 in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Administrative Agent (i) prior to 12:00 Noonnoon (New York City time) one Business Day prior to the requested Borrowing date, Cleveland, Ohio timein the case of any portion of the initial Loan which is an Offshore Rate Loan, (aii) prior to Noon (New York City time) three (3) Business Days prior to the requested Borrowing Datedate, in the case of Eurodollar all other Offshore Rate Loans, or ; and (biii) one (1) Business Day prior to Noon (New York City time) on the requested Borrowing Datedate, in the case of ABR Base Rate Loans), specifying in each case: (iA) the amount and of the Borrowing, which shall be in an aggregate minimum principal amount of Twenty Five Million Dollars ($25,000,000) or any multiple of Five Million Dollars ($5,000,000) in excess thereof for each Type of Loans to be borrowed, Loan; (iiB) the requested Borrowing Date and date, which shall be a Business Day; (iiiC) whether the Borrowing is to be comprised of Offshore Rate Loans or Base Rate Loans; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the case Notice of Eurodollar Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. The exercise by the respective amounts of each such Type of Loan and the respective lengths Company of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments elections specified above shall be in an amount equal subject to (x) in the case limitation that no more than twenty Tranches of ABR LoansOffshore Rate Loans may be outstanding at any one time. In addition, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less Company shall select Interest Periods hereunder and under Section 2.04 so that not more than $1,000,0003,000,000,000 of Offshore Rate Loans shall have Interest Periods ending after June 15, such lesser amount2002. (b) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any the Notice of Borrowing from the BorrowerBorrowing, the Administrative Agent shall will promptly notify each Lender thereof. Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage of each borrowing the Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Administrative Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 2:00 p.m. (New York City time, ) on the Borrowing Date date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing Any such amount which is received by the Administrative Agent later than 2:00 p.m. (New York City time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Company of like funds as received by the Administrative Agent. (d) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan be made as an Offshore Rate Loan.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (notice, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio time, (a) three (3) 11:00 A.M., New York City time, two Business Days prior to the requested Borrowing anticipated Closing Date, in the case of Eurodollar EurodollarSOFR Loans, or (b) one (1) Business Day prior to 11:00 A.M. New York City time, on the requested Borrowing Closing Date, in the case of ABR Loans), specifying requesting that the Lenders make the Loans on the Closing Date. Such notice shall specify (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and Closing Date, (iii) in whether the case borrowing is to be of Eurodollar EurodollarSOFR Loans, ABR Loans, or a combination thereof, (iv) if the respective amounts borrowing is to be entirely or partly of each such Type of Loan and EurodollarSOFR Loans, the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) Periods therefor and (yv) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereofaccount into which such borrowing is to be deposited. Upon receipt of any Notice of Borrowing such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Not later than 1:00 P.M., New York City time, on the Closing Date each Lender will shall make the amount of its Borrowing Base Commitment Percentage pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by office of the Administrative Agent crediting specified in Section 9.2 in immediately available funds equal to the account Loan or Loans to be made by such Lender. The Administrative Agent shall send by wire transfer of the Borrower on the books of such office with immediate available funds the aggregate of the amounts made available to the Administrative Agent by the Lenders and to the account designated by the Borrower in like funds as received by such notice to the Administrative Agent.

Procedure for Borrowing. (a) The Borrower Company may borrow under the Revolving Credit Commitments during on any Working Day, if the Commitment Period borrowing is of Eurodollar Loans, or on any Business Day, if the borrowing is of ABR Loans, provided that that, with respect to any borrowings, the Borrower Company shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noonnoon, Cleveland, Ohio New York City time, (ai) three (3) Business Working Days prior to the requested Borrowing Date, in Date if all or any part of the case of Revolving Credit Loans are to be Eurodollar Loans, or Loans and (bii) one (1) Business Day prior to the requested Borrowing Date, in Date if the case borrowing is to be solely of ABR Loans)) and specifying (A) the amount of the borrowing, specifying (B) whether such Revolving Credit Loans are initially to be Eurodollar Loans or ABR Loans or a combination thereof and (C) if the borrowing is to be entirely or partly Eurodollar Loans, the length of the Interest Period for such Eurodollar Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Bank. Not later than 12:00 noon, New York City time, on the Borrowing Date specified in such notice, each Bank shall make available to the Administrative Agent at the office of the Administrative Agent specified in subsection 10.2 (or at such other location as the Administrative Agent may direct) an amount in immediately available funds equal to the amount of the Revolving Credit Loan(s) to be made by such Bank. Revolving Credit Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Company by the Administrative Agent's crediting the account of the Company, at the office of the Administrative Agent specified in subsection 10.2, with the aggregate amount actually received by the Administrative Agent from the Banks and in like funds as received by the Administrative Agent. (b) Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount and Type of all Eurodollar Loans to be borrowed, (ii) having the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial same Interest Period therefor. Any Loans made on the Closing Date shall initially not be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of thereof and (ii) no more than fifteen Interest Periods shall be in effect at any Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noon, Cleveland, Ohio one time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower (a) Each Borrowing of Loans shall be made upon the Company’s irrevocable written notice delivered to the Administrative Agent, which may borrow under the Commitments during the Commitment Period on be given by (A) telephone or (B) a Notice of Borrowing ( that any Business Day, provided that the Borrower shall give telephonic notice must be confirmed immediately by delivery to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (Borrowing) and which notice must be received by the Administrative Agent (i) prior to 12:00 Noon, Cleveland, Ohio 1:00 p.m. (New York City time, (a) three (3) Business Days prior to the requested Borrowing Datedate, in the case of Eurodollar Term SOFR Loans, or (bii); prior to 1:00 p.m. (New York City time) one (1) four Business Day Days prior to the requested Borrowing Datedate, in the case of ABR Eurocurrency Rate Loans), and (iii) prior to 1:00 p.m. (New York City time) on the requested Borrowing date, in the case of Base Rate Loans, specifying in each case: (iA) the amount of the Borrowing, which shall be in an aggregate minimum Dollar Amount of Five Million Dollars ($5,000,000) or any multiple of One Million Dollars ($1,000,000) (or, if such Borrowing is in an Alternative Currency, an approximately equivalent amount in the relevant currency, as agreed by the Company and Administrative Agent) in excess thereof for each Type of Loans to be borrowed, Loan; (iiB) the currency and the aggregate amount (in such currency) of such Borrowing; (C) the requested Borrowing Date and date, which shall be a Business Day; (iiiD) in whether the case Borrowing is to be comprised of Eurodollar Eurocurrency Rate Loans, Base Rate Loans or Term SOFR Loans; and (E) the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Period thereforapplicable to such Loans included in such notice. Any Loans made on If the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from shall fail to specify the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account duration of the Borrower at Interest Period for any Borrowing comprised of Eurocurrency Rate Loans or Term SOFR Loans, such Interest Period shall be one month; that if the Funding Office prior Company fails to 12:00 noonspecify a currency in a Notice of Borrowing, Cleveland, Ohio time, on then the Borrowing Date Loans so requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then shall be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.Dollars; ,

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (a) Each Borrowing (other than a Borrowing of Swing Line Loans or a L/C Borrowing) shall give be made upon a Borrower's irrevocable written notice delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio (i) 11:30 a.m. (New York time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar LoansOffshore Rate Loans denominated in Dollars, or (bii) one 1:00 p.m. (1New York time) four Business Day Days prior to the requested Borrowing Date, in the case of ABR Offshore Rate Loans in an Offshore Currency and (iii) 11:30 a.m. (New York time) on the date of the requested Borrowing, in the case of Base Rate Loans), specifying specifying: (i) the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000, or any multiple of $100,000 in excess thereof, in the case of Base Rate Loans, and Type $2,000,000, or any multiple of Loans to be borrowed$100,000 in excess thereof, in the case of Offshore Rate Loans; (ii) the requested Borrowing Date and Date, which shall be a Business Day; (iii) in whether such Loan shall be a Revolving Loan, a Term Loan or <233> a Sterling Acquisition Loan; (iv) the case Type of Eurodollar Loans comprising the Borrowing; (v) if a Revolving Loan comprised of Offshore Currency Loans, the respective amounts of each such Type of Applicable Currency; (vi) if the Loan and then requested is to be an Offshore Rate Loan, the respective lengths duration of the initial Interest Period therefor. Any applicable to such Loans made on included in such notice, provided, however, that in the Closing Date shall initially be ABR event the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans. Each borrowing under the Commitments , such Interest Period shall be in an amount equal to three months; and (xvii) in if a Revolving Loan, the case identity of ABR Loans, $1,000,000 or a whole multiple thereof the Borrower. (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amountb) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any the Notice of Borrowing from the BorrowerBorrowing, the Administrative Agent shall will promptly notify each Lender thereof. Each Lender will make thereof and of the amount of its such Lender's Pro Rata Share of the related Borrowing. In the case of a Borrowing Base Commitment Percentage of Revolving Loans comprised of Offshore Currency Loans, such notice will provide the amount of each borrowing available to Lender's Pro Rata Revolving Share of <234> such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of the <235> such Borrowing as specified in the Notice of Borrowing, promptly notify each Lender of the exact Dollar Equivalent amount of such Lender's Pro Rata Revolving Share of <236> such Borrowing. The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noon, Cleveland, Ohio time, such Borrowing on the Borrowing Computation Date requested by the Borrower therefor in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office accordance with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentSection 2.15(a).

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Revolving Loans shall be made upon the Commitments during Borrower's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 9:00 a.m. San Francisco time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (bii) one (1) on the Business Day prior to which is the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $1,000,000 10,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole any integral multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to such Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. provided, however, that with respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than 9:00 a.m. (San Francisco time) one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 11:00 a.m. (San Francisco time, ) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent by (i) wire transfer of immediately available funds to the Borrower at, Harrxx Xxxst, ABA No. 071 000 288, Account No. 4191000, xxr credit to Storage Technology Corporation or such other account as the Borrower shall specify to the Agent or (ii) at the option of the Borrower, by crediting the account of the Borrower on the books of such office BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and Banks and, in each case, in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five different Interest Periods in effect. (e) Any Notice of Borrowing received after the time noted in subsection 2.3(a) but prior to 5:00 p.m. (San Francisco time) on any Business Day, shall be deemed to have been received prior to 9:00 a.m. (San Francisco time) on the next Business Day.

Procedure for Borrowing. The Borrower may borrow under 2.3.1 Each Borrowing shall be made and each Letter of Credit shall be issued upon the Commitments during the Commitment Period on any Business DayBorrower's irrevocable written notice (including notice by facsimile, provided that the Borrower shall give confirmed immediately by telephone) delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio time, 11:00 a.m. San Francisco time (ai) three four (34) Business Days prior to the requested Borrowing Date, in the case of Eurodollar LIBOR Loans, or (bii) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying or (iiii) five (5) Business Days prior to the requested issuance date of a Letter of Credit) specifying: (a) the amount of the Borrowing or the Letter of Credit, which for any Borrowing shall be in an aggregate minimum amount of $2,500,000 or any multiple of $100,000 in excess thereof, and Type for any Letter of Credit may be any amount; provided, however, that the aggregate minimum amount of -------- LIBOR Loans to in respect of any Borrowing shall be borrowed, $5,000,000.00 or any multiple of $100,000.00 in excess thereof; (iib) the requested Borrowing Date and or Letter of Credit issuance date, which shall be a Business Day; (iiic) the Type of Loans comprising the Borrowing; and (d) the duration of the Interest Period applicable to such Loans included in such notice. If the case Notice of Eurodollar Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of LIBOR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans shall be one (1) month; provided, however, that with -------- ------- respect to the Borrowing to be made on the Closing Date shall initially be ABR Loans. Each borrowing under Date, the Commitments Notice of Borrowing shall be in an delivered to the Administrative Agent not later than 11:00 a.m. San Francisco time one (1) Business Day before the Closing Date, and such Borrowing will consist of Base Rate Loans only. Notwithstanding the foregoing provisions of this Section 2.3.1, any amount equal to drawn ------------- under a Letter of Credit shall, from and after the date on which such drawing is made, constitute a Borrowing for all purposes under this Agreement (xincluding accrual and payment of interest and repayment of principal) in other than disbursement of Loan proceeds under this Section 2.3.1. ------------- 2.3.2 The Administrative Agent will notify each Bank (a) on the case day of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon its receipt of any Notice of Borrowing, in the case of a request for a Borrowing from consisting of Base Rate Loans, and (b) within one (1) Business Day after its receipt of any Notice of Borrowing, in the Borrowercase of a request for a Borrowing consisting of LIBOR Loans, of the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. 2.3.3 Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower 's Payment Office by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.11:00 a.

Procedure for Borrowing. The (a) Subject to the terms and conditions hereof, Borrower may borrow under the Commitments during the Commitment Period on any Business Day; provided that, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing with respect to any borrowing, (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio time, (ai) three (3) Business Days prior to the requested Borrowing Date, in Date if all or any part of the case of Loans are to be Eurodollar Loans, or Loans and (bii) one (1) Business Day prior to the requested Borrowing DateDate (or, in the case of ABR Loans)Swing Line Loans and, specifying (i) if the amount Closing Date occurs on the date this Agreement is executed and Type of Loans to be borroweddelivered, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall Date, on the requested Borrowing Date) if the borrowing is to be solely of Alternate Base Rate Loans) and specifying (a) the amount of the borrowing, (b) whether such Loans are initially to be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 Eurodollar Loans or Alternate Base Rate Loans or a whole multiple thereof combination thereof, (or, c) if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of borrowing is to be entirely or partly Eurodollar Loans, $5,000,000 the length of the Interest Period for such Eurodollar Loans and (d) whether the Loan is a Term Loan, a Swing Line Loan or a whole multiple of $1,000,000 in excess thereofRevolving Credit Loan. Upon receipt of any Notice of Borrowing from the Borrower, such notice the Administrative Agent shall promptly notify each affected Lender thereof. Each Not later than 12:00 noon on the Borrowing Date specified in such notice, each affected Lender will shall make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for at the account office of the Borrower Administrative Agent specified in subsection 11.2 (or at such other location as the Funding Office prior to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower Administrative Agent may direct) an amount in funds immediately available funds equal to the Administrative Agent. Such borrowing amount of the Loan to be made by such Lender (except that proceeds of Swing Line Loans will then be made available to the Borrower in accordance with subsection 3.4(a)). Loan proceeds received by the Administrative Agent crediting hereunder shall promptly be made available to Borrower in immediately available funds to be delivered by wire transfer to the account of account(s) designated by Borrower in the Borrower on the books of such office applicable borrowing notice, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders and in like funds as received by the Administrative Agent. (b) Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of all Eurodollar Loans having the same Interest Period shall not be less than $1,000,000 or a whole multiple of $100,000 in excess thereof, and (ii) no more than ten Interest Periods shall be in effect at any one time. No Borrowings made on the Closing Date or the next four consecutive Business Days shall be Eurodollar Loans without the Arranger’s consent.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of (a "Notice of Borrowing --------- Borrowing") not later than 7:30 a.m. (which notice must be received by San Francisco time) on (x) the Administrative Agent prior -- Disbursement Date with respect to 12:00 Noon, Cleveland, Ohio timeBase Rate Loans, (ay) three (3) the third Business Days prior Day -- before the Disbursement Date with respect to the requested Borrowing Date, in the case of Eurodollar Euro-Dollar Loans, or (b) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying specifying: (i) the amount and Type of Loans to requested Disbursement Date, which shall be borrowed, a Business Day (ii) the requested Borrowing Date and aggregate amount of such Borrowing; (iii) whether the Loans comprising such Borrowing are to be, Base Rate Loans or Euro-Dollar Loans; and (iv) in the case of Eurodollar a Borrowing with respect to Euro-Dollar Loans, the respective amounts duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of the Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Type Bank's ratable share of Loan such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower, except pursuant to an election made by the Borrower as expressly permitted by the last sentence of Section 8.1. (c) Not later than 9:00 a.m. (San Francisco time) on the Disbursement Date, each Bank shall (except as provided in subsection (d) of this Section) make available its ratable share of such Borrowing, in Federal or other funds immediately available, to the Agent at its address referred to in Section 10.1. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Agent will make the funds so received from the Banks available to the Borrower at the Agent's aforesaid address. (d) Unless the Agent shall have received notice from a Bank prior to the Disbursement Date that such Bank will not make available to the Agent such Bank's share of the Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (c) of this Section and the respective lengths Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent within three Business Days of demand therefor such corresponding amount together with interest thereon, for each day from the initial Interest Period therefor. Any Loans date such amount is made on available to the Closing Date shall initially be ABR Loans. Each borrowing under Borrower until the Commitments shall be in an date such amount equal is repaid to the Agent, at (xi) in the case of ABR Loansthe Borrower, $1,000,000 a rate per annum equal to the higher of the Federal Funds Rate or a whole multiple thereof the interest rate applicable thereto pursuant to Section 2.6 or (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (yii) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrowersuch Bank, the Administrative Agent Federal Funds Rate. If such Bank shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for the account purposes of the Borrower at the Funding Office prior to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agentthis Agreement.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give deliver to the Administrative Agent irrevocable notice written notice, in the form of a Exhibit D (the "Notice of Borrowing Borrowing") (which notice must be received by the Administrative Agent prior to 12:00 Noon11:00 A.M., Cleveland, Ohio New York City time, (a) at least three (3) Business Days prior to the requested Borrowing Closing Date, in ) requesting that the case of Eurodollar Loans, or (b) one (1) Business Day prior to Lenders make the requested Borrowing Date, in Loans on the case of ABR Loans), Closing Date and specifying (i) the aggregate principal amount and Type of the Loans to be borrowed, (ii) the requested Borrowing Date and (iii) made in the case of Eurodollar Loans, the respective amounts respect of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made Tranche on the Closing Date Date, which shall initially be ABR Loans. Each borrowing under not exceed the Commitments maximum principal amounts with respect to each Tranche as set forth in Section 2.1 and which shall be in an amount equal to (x) in the case of ABR LoansTranche A, $1,000,000 or be a whole multiple thereof of (oreuro)5,000, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar LoansTranche B, $5,000,000 or be a whole multiple of $1,000,000 U.S.$1,000,000 and (z) in excess thereof. the case of Tranche C, be a whole multiple of (Y)1,000,000, and (ii) the initial Interest Period with respect to each of Tranche A and Tranche B. Upon receipt of any Notice of Borrowing from the Borrowersuch notice, the Administrative Agent shall promptly notify each Lender thereof. Each Not later than 12:00 Noon, New York City time, on the Closing Date, each Lender will shall make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower (i) at the Funding Agent's Dollar Payment Office prior an amount in immediately available funds equal to 12:00 noonits pro rata share of each Dollar Borrowing (if any), Cleveland(ii) at the Agent's Euro Payment Office an amount in immediately available funds equal to its pro rata share of each Euro Borrowing (if any), Ohio time, on and (iii) at the Agent's Yen Payment Office an amount in immediately available funds equal to its pro rata share of each Yen Borrowing Date requested by (if any). The Administrative Agent shall pay to the Borrower in funds immediately available to accordance with the Administrative Agent. Such borrowing will then be made available to payment instructions set forth in the Borrower by the Administrative Agent crediting the account Notice of the Borrower on the books of such office with Borrowing the aggregate of the amounts made available to the Administrative Agent by the Lenders on the Closing Date in immediately available funds. (b) Each Lender at its option may make any Euro Loan or Yen Loan by causing any domestic or foreign branch or Lender Affiliate of such Lender to make such Loan in accordance with Section 2.2(a); provided that any exercise of such option shall not result in any Loan being made by a Person that is not a Professional Market Party and shall not affect the obligation of the Borrower to repay such Loan in like funds as received by the Administrative Agentaccordance with this Agreement.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent applicable Borrower’s irrevocable notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 11:00 a.m. (local time, ) (ai) three (3) two Business Days prior to the requested Borrowing Date, in the case of Eurodollar LoansOffshore Rate Loans denominated in Dollars, or (bii) one (1) four Business Day Days prior to the requested Borrowing Date, in the case of ABR LoansOffshore Rate Loans denominated in a currency specified in the definition of “Offshore Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if such Offshore Rate Loans are to be denominated in a currency not covered by the preceding clause (ii), specifying and (iiv) the amount and Type of Loans to be borrowed, (ii) on the requested Borrowing Date and (iii) Date, in the case of Eurodollar Base Rate Loans), specifying: (A) the respective amounts amount of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date Borrowing, which shall initially (unless such Borrowing is being requested (or deemed to be ABR Loans. Each borrowing under the Commitments shall requested) pursuant to Section 2.06(b) or 3.03(b)) be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are Dollar Equivalent amount not less than $1,000,000, 5,000,000 (or such lesser amountamount agreed to by the Agent) and (y) in a higher integral multiple of 500,000 units of the case Applicable Currency; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Class and Type of Eurodollar Loans comprising such Borrowing; (D) with respect to Offshore Rate Loans, $5,000,000 or the duration of the Interest Period applicable to such Loans included in such notice (and, if a whole multiple Notice of $1,000,000 in excess thereof. Upon Borrowing fails to specify the duration of the Interest Period for any Borrowing of Offshore Rate Loans, such Interest Period shall be one month); (E) with respect to Offshore Rate Loans, the Applicable Currency for such Borrowing; and (F) the identity of the Borrower requesting such Borrowing. (b) The Agent will promptly notify each applicable Lender of its receipt of any Notice of Borrowing from the Borrowerand (i) in respect of Borrowings of Term A Loans, the Administrative amount of such Lender’s Term A Percentage of such Borrowing, (ii) in respect of Borrowings of Term B Loans, the amount of such Lender’s Term B Percentage of such Borrowing, and (iii) in respect of Borrowings of Revolving Loans (other than Offshore Rate Loans to the extent covered by Section 2.08), (x) the amount of such Lender’s Revolving Percentage of such Borrowing and (y) if such Borrowing is in an Offshore Currency, the aggregate Dollar Equivalent amount of such Borrowing and the applicable Spot Rate used by the Agent to determine such aggregate Dollar Equivalent amount. The Agent shall promptly notify each Lender thereof. also give the Company prompt notice of the matters referred to in clause (iii)(y) of the preceding sentence. (c) Each Lender will make the amount of its Borrowing Base Commitment applicable Percentage of each borrowing Borrowing available to the Administrative Agent for the account of the applicable Borrower at the Funding Agent’s Payment Office prior to 12:00 noon, Cleveland, Ohio by 1:00 p.m. (local time, ) on the Borrowing Date and in the Applicable Currency requested by the such Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the applicable Borrower by the Administrative Agent at such office by crediting the account of the such Borrower on the books of such office Bank of America with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than 15 different Interest Periods in effect. (e) Each Borrower hereby authorizes the Lenders and the Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of such Xxxxxxxx. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. (a) The Borrower may borrow under Loans on the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Operative Date by giving the Administrative Agent irrevocable notice substantially in the form of Annex I (a “Notice of Borrowing Borrowing”) (which notice must be received by the Administrative Agent prior to 12:00 Noon11:00 a.m., Cleveland, Ohio New York City time, (a) three (3) two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying specifying: (i) the amount and Type of Loans to be borrowed, ; (ii) the requested Borrowing Date and Date; and (iii) in wire instructions for any parties which will receive the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths proceeds of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to . (xb) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any a Notice of Borrowing from the BorrowerBorrowing, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower thereof (which notification may be by email transmission at the Funding Office prior to 12:00 noon, Cleveland, Ohio time, email addresses set forth in Schedule 1.0). Not later than 11:00 a.m. New York City time on the Borrowing Date requested by the Borrower specified in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account such Notice of the Borrower on the books of such office with the aggregate of the amounts made available Borrowing, each Lender shall transfer to the Administrative Agent by wire at its account specified in Schedule 1.0 the Lenders amount of such Lender’s pro rata share of the Loans requested pursuant to such Notice of Borrowing (subject to the Dollar limitations set forth in Section 2.1(a)) in immediately available funds. (c) Subject to the satisfaction of the requirements of Section 2.1 and 2.2 and the conditions precedent set forth in Section 5.1, the Administrative Agent shall not later than 2:00 p.m. New York City time (provided that there are not more than three such wires) on the Borrowing Date specified in such Notice of Borrowing wire directly by wire transfer to the accounts specified in such Notice of Borrowing in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during Borrower's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 11:00 a.m. (Chicago time, )) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or and (bii) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to of (xi) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereofthereof in the case of Offshore Rate Loans and (ii) $1,000,000 or any multiple of $500,000 in excess thereof in the case of Base Rate Loans; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) if an Offshore Rate Loan, the duration of the Interest Period applicable to such Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months. provided, however, that with respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than 12:00 noon (Chicago time) on the Closing Date and such Borrowing will consist of Base Rate Loans only; and further provided that if so requested by the Agent, all Borrowings during the first sixty (60) days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month. (b) The Agent will promptly notify each Lender of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Lender's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 11:00 a.m. (Chicago time, ) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Borrower of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Company's irrevocable written notice delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Administrative Agent (i) prior to 12:00 Noon, Cleveland, Ohio 8:30 a.m. (San Francisco time, (a) three (3) two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (bii) one (1) Business Day prior to 8:30 a.m. (San Francisco time) on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount of the Borrowing, which shall be in an aggregate minimum amount of $500,000 and Type a multiple of Loans to be borrowed$100,000 provided, that if the amount of the unused Commitments or the availability under the Borrowing Base is less than $500,000, then the Company may borrow such amount in Base Rate Loans; (iiB) the requested Borrowing Date and Date, which shall be a Business Day, (iiiC) the Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the case Notice of Eurodollar Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to one month. (xb) in the case The Administrative Agent will promptly notify each Lender of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Lender's share of that Borrowing based upon such Lender's Percentage. (c) Each Lender will make the amount of its Borrowing Base Commitment Percentage share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Administrative Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 11:00 a.m. (San Francisco time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then The proceeds of all such (d) After giving effect to any Borrowing, there may not be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and more than six different Interest Periods in like funds as received by the Administrative Agenteffect.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Applicable Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noonNoon, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower Company may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower Company shall give deliver to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing Certificate (which notice certificate to be effective on the requested Borrowing Date must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio time, (a) prior to noon, New York City time, three (3) Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Revolving Credit Loans are to be initially Eurodollar Loans, or (b) one (1) Business Day prior to noon, New York City time, on the requested Borrowing Date, in the case of ABR Loansotherwise), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and Date, (iii) in whether the case borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective aggregate amount of such Eurodollar Loans and the amounts of each such Type of Eurodollar Loan and the respective lengths length of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR LoansLoans other than a Swing Line Loan, $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate Available Commitments are less than $1,000,0005,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of a Borrowing from the BorrowerCertificate, the Administrative Agent shall promptly notify each Lender Bank thereof. Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Office office of the Administrative Agent specified in subsection 9.2 prior to 12:00 noon2:00 P.M., ClevelandNew York City time in the case of ABR Loans and 11:00 A.M., Ohio timeNew York City time in the case of Eurodollar Loans, on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Loans shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Company’s irrevocable written notice delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (duly completed which notice must be received by the Administrative Agent prior to 12:00 Noonp.m. (Chicago, Cleveland, Ohio Illinois time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar LIBO Rate Loans, or ; and (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying . (b) Each Notice of Borrowing shall specify (i) the amount of the Borrowing, which shall be in an aggregate minimum amount (A) for Base Rate Loans equal to the lesser of (x) $500,000 or any multiple integrals of $100,000 in excess thereof or (y) the unadvanced portion of the applicable Available Borrowing Base and Type (B) for LIBO Rate Loans $1,000,000 or any multiple integrals of Loans to $1,000,000 in excess thereof (if the Available Borrowing Base as of such Borrowing Date will be borrowedless than $1,000,000, then the Company may not request an LIBO Rate Loan); (ii) the requested Borrowing Date and Date, which shall be a Business Day; (iii) in the case Company’s calculation of Eurodollar the current Applicable Margin; (iv) the Interest Rate Type of Loans comprising the Borrowing; and (v) for LIBO Rate Loans the duration of the Interest Period applicable to such Loans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of LIBO Rate Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to three months. (xc) in the case The number of ABR tranches outstanding of LIBO Rate Loans, $1,000,000 whether under a Borrowing, conversion or a whole multiple thereof continuation, shall not exceed eight (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount8) at any one time. (d) and (y) in the case The Administrative Agent will promptly notify each Lender of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon its receipt of any Notice of Borrowing from and of the Borroweramount of such Lender’s Pro Rata Share of that Borrowing. (e) Provided the applicable conditions in Article V are met, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent’s Payment Office prior to by 12:00 noonp.m. (Chicago, Cleveland, Ohio Illinois time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available by wire transfer to the Administrative Agent account(s) specified by the Lenders and Company in like funds as received by the Administrative Agentrelated Notice of Borrowing.

Procedure for Borrowing. (a) The Borrower may borrow under Borrowings of the Commitments during Loans shall be made upon the Commitment Period on any Business Day, provided that Borrower’s irrevocable written notice delivered to the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 1:00 p.m.) (New York City time, ) (ai) three (3) Business Days prior to the requested Borrowing Closing Date, in the case of Eurodollar Rate Loans, or ; and (bii) one (1) Business Day prior to the requested Borrowing Closing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to the Borrowing, which shall be borrowed, (ii) the requested Borrowing Date and (iii) in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Rate Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) or $1,000,000 in the case of ABR Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (y) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the Type of Loans comprising the Borrowing; and (C) other than in the case of Base Rate Loans, the duration of the Interest Period applicable to the Loans included in such notice. Upon receipt of any If the Notice of Borrowing from fails to specify the Borrowerduration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, the Administrative such Interest Period shall be one month. (b) The Agent shall will promptly notify each Lender thereof. Bank of its receipt of the Notice of Borrowing and of the amount of such Bank’s Pro Rata Share of such Borrowing. (c) Each Lender Bank will make the amount of its Pro Rata Share of the Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Agent’s Payment Office prior to 12:00 noon, Cleveland, Ohio by 1:00 p.m. (New York City time, ) on the Borrowing Closing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent on the Closing Date by crediting the account of the Borrower on the books of such office Borrower’s Account with the aggregate of the such amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than five (5) different Interest Periods in effect.

Procedure for Borrowing. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon11:00 A.M., Cleveland, Ohio New York City time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof more (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereofmore. Upon receipt of any Notice of Borrowing such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noon2:00 P.M., Cleveland, Ohio New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, ; provided that the Borrower shall give the Administrative Agent an irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio time, 10:00 A.M. (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans) (in each case, with originals to follow within three (3) Business Days to the extent required by the Administrative Agent) (provided that any such Notice of Borrowing of ABR Loans to finance payments under Section 3.5(a) may be given not later than 10:00 A.M. on the date of the proposed borrowing), in each such case specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and Date, (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any , and (iv) instructions for remittance of the proceeds of the Loans made on the Closing Date shall initially to be ABR Loansborrowed. Each borrowing under the Commitments shall be in an amount minimum amounts equal to (xA) in the case of $100,000 with respect to ABR Loans and (B) $1,000,000 with respect to Eurodollar Loans, $1,000,000 or or, in each case, a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Commitments are less than $1,000,000such required minimum amount, such lesser amount) and (y) ); provided that the Swingline Lender may request, on behalf of the Borrower, borrowings under the. Commitments that are ABR Loans in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereofother amounts pursuant to Section 2.7. Upon receipt of any such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage pro rata share of each such borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noon, Cleveland, Ohio time, P.M. on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting such account as is designated in writing to the account of Administrative Agent by the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 NoonP.M., Cleveland, Ohio time, New York City time (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, Loans or (b) one (1) on the same Business Day prior to of the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing Borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and or (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing such notice from the Borrower, the Administrative Agent shall promptly (and in any event not later than 2:00 P.M., New York City time, on the date such notice is received), notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noon4:00 P.M., Cleveland, Ohio New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing Borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office the Funding Office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow (a) Each Borrowing (other than fundings of Letters of Credit deemed to be Revolving Credit Loans under Section 2.01(b) or refinancings of Swing Line Loans as Revolving Credit Loans under Section 2.01(c)) shall be made subject to the Commitments during the Commitment Period on any Business Day, provided that the Borrower following procedures: (i) Each such Borrowing of Revolving Credit Loans shall give the be made upon Borrower’s irrevocable written notice delivered to Administrative Agent irrevocable notice in the form of a Notice of Borrowing (duly completed, which notice must be received by the Administrative Agent prior to 12:00 Noon11:00 a.m. (Atlanta, Cleveland, Ohio Georgia time, ) (ax) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar LIBOR Loans, or ; and (by) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying . (ii) Each Notice of Borrowing shall specify (i) the amount of the Borrowing, which shall be in an aggregate minimum amount (A) for Base Rate Loans, equal to the lesser of (y) $500,000 or any multiple integral of $100,000 thereof or (z) in the case of Revolving Credit Loans, the unadvanced portion of the Available Commitment, and Type (B) for LIBOR Loans, $1,000,000 or any multiple integral of Loans to $250,000 thereof (if the Available Commitment as of such Borrowing Date will be borrowedless than $1,000,000, then Borrower may not request a LIBOR Loan); (ii) the requested Borrowing Date and Date, which shall be a Business Day; (iii) in the case Interest Rate Type of Eurodollar Revolving Credit Loans comprising the Borrowing; and (iv) for LIBOR Loans, the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR applicable to such Loans. Each borrowing under If the Commitments Notice of Borrowing fails to specify the Interest Rate Type, such Borrowing shall be in an amount equal to comprised of (x) in the case of ABR LIBOR Loans, $1,000,000 if such Notice of Borrowing is received by Administrative Agent prior to 11:00 a.m. (Atlanta, Georgia time) three (3) Business Days prior to the requested Borrowing Date, or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Base Rate Loans, $5,000,000 or a whole multiple if such Notice of $1,000,000 in excess thereofBorrowing is received after such time. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of LIBOR Loans, such Interest Period shall be one (1) month. (b) Administrative Agent will promptly notify each Revolving Lender of its receipt of any Notice of Borrowing from and of the amount of such Revolving Lender’s Pro Rata Share of that Borrowing, and such Notice of Borrowing shall not thereafter be revocable by Borrower. (c) Provided the applicable conditions in Article V are met, the Administrative Agent shall promptly notify each Lender thereof. Each Revolving Lender will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Administrative Agent’s Payment Office prior to 12:00 noonby 1:00 p.m. (Atlanta, Cleveland, Ohio Georgia time, ) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent crediting the to Borrower’s operating account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in of like funds as received or by the Administrative Agentwire transfer in accordance with Borrower’s Notice of Borrowing.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (a) Each Borrowing shall give the Administrative Agent be made upon Borrower's irrevocable (except as set forth herein) telephonic notice (in the form each case confirmed immediately by delivery of a Notice of Borrowing (which notice must be Request for Loan) received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 9:00 a.m. (San Francisco time, ) (ai) three (3) Business four Banking Days prior to the requested Borrowing Datedate, in the case of Eurodollar LoansOffshore Currency Advances; (ii) three Banking Days prior to the requested Borrowing date, or in the case of LIBOR Rate Loans denominated in Dollars; and (biii) one (1) Business Banking Day prior to the requested Borrowing Datedate, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to the Borrowing, which shall be borrowed, in an aggregate amount not less than the Minimum Tranche; (iiB) the requested Borrowing Date date, which shall be a Banking Day; (C) the Type of Advances comprising the Borrowing; (D) the duration of the LIBOR Period applicable to such Advances included in such notice; if the Request for Loan fails to specify the duration of the LIBOR Period for any Borrowing comprised of LIBOR Rate Loans, such LIBOR Period shall be one month; and (iiiE) in the case of Eurodollar Loansa Borrowing comprised of Offshore Currency Advances, the respective amounts Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing as of the Computation Date therefor determined in accordance with the definition thereof. Upon receipt of the Request for Loan, the Agent will promptly notify each Bank thereof and of the amount of such Bank's pro rata share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Advances, such notice will provide the amount of each such Type Bank's pro rata share of Loan the Borrowing, and the respective lengths Agent will, upon the determination of the initial Interest Period therefor. Any Loans made on Dollar Equivalent amount of the Closing Date shall initially be ABR Loans. Each borrowing under Borrowing as specified in the Commitments Request for Loan, promptly notify each Bank of the exact Dollar Equivalent of such Bank's pro rata share of the Borrowing. (c) In the case of a proposed Borrowing comprised of Offshore Currency Advances, the Banks shall be under no obligation to make such Offshore Currency Advances if the Agent has received notice from any of the Banks by 12:00 noon (San Francisco time) four Banking Days prior to the day of such Borrowing that such Bank cannot provide Loans in the requested Offshore Currency. The Agent shall promptly notify the Banks and Borrower of such notice. Borrower may withdraw such Request for Loan by notifying the Agent not later than 8:00 a.m. (San Francisco time) one Banking Day prior to the requested date of such Borrowing. If Borrower does not so withdraw such Request for Loan, such Request for Loan shall be deemed to be requesting a Borrowing in Dollars comprised of Base Rate Loans in an amount equal to the Dollar Equivalent amount of the Borrowing originally requested in such Request for Loan. (xd) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage pro rata share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date date requested by the Borrower in funds immediately available to Same Day Funds and in the Administrative Agentrequested currency (i) in the case of a Borrowing comprised of Advances in Dollars, by 10:00 a.m. (San Francisco time) and (ii) in the case of a Borrowing comprised of Offshore Currency Advances, by such time as the Agent may reasonably specify, but in no event later than 11:00 a.m. (San Francisco time) on the date of Borrowing. Such borrowing The proceeds of all such Advances will then be made available to the Borrower by the Administrative Agent at such office by crediting the account of (e) If any Bank shall not have made its full amount available to the Agent and the Agent in such circumstances has made available to Borrower such amount, that Bank shall within one Banking Day following the Borrowing date make such amount available to the Agent, together with interest at the Federal Funds Rate for each day during such period. A certificate of the Borrower Agent submitted to any Bank with respect to amounts owing under this Section 2.9 shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent shall constitute such Bank's Loan on the books Borrowing date for all purposes of this Agreement. If such office with the aggregate of the amounts amount is not made available to the Administrative Agent within one Banking Day following the Borrowing date, the Agent shall notify Borrower of such failure to fund and, upon demand by the Lenders and Agent, Borrower shall pay such amount to the Agent for the Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Advances comprising such Borrowing. (f) After giving effect to any Borrowing, there may not be more than 10 different LIBOR Periods in like funds as received by the Administrative Agenteffect.

Procedure for Borrowing. The Borrower may borrow under Each Borrowing shall be made upon the Commitments during Company's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice Bank in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent Bank prior to 12:00 Noon, Cleveland, Ohio noon (San Francisco time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar LIBOR Loans, or ; and (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Prime Rate Loans), specifying specifying: (iA) the amount and Type of the Borrowing, which shall be in an aggregate minimum amount of $500,000, in the case of LIBOR Loans, or $100,000, in the case of Prime Rate Loans (provided that, if there shall have been a partial assignment to an Assignee pursuant to Section 10.08, the minimum principal amount for any Prime Rate Loan shall be borrowed, $500,000) or any multiple of $100,000 in excess thereof; (iiB) the requested Borrowing Date and Date, which shall be a Business Day; (iiiC) in the case Type of Eurodollar Loans comprising the Borrowing; and (D) with respect to LIBOR Loans, the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Period thereforapplicable to such Loans included in such notice. Any Loans made on If the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from fails to specify the Borrowerduration of the Interest Period for any Borrowing comprised of LIBOR Loans, the Administrative Agent such Interest Period shall promptly notify each Lender thereofbe three months. Each Lender . The Bank will make the amount of its each Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Bank's Payment Office prior to 12:00 noon, Cleveland, Ohio by 2:00 p.m. (San Francisco time, ) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office the Bank or, if requested by the Company, by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent Bank by the Lenders and Company, less customary fees for such wire transfer. Unless the Bank otherwise consents, after giving effect to any Borrowing, there may not be more than five (5) different Interest Periods in like funds as received by the Administrative Agenteffect.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during Company’s irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must to be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio not later than 9:00 a.m. (San Francisco time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or and (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to the Borrowing, which shall be borrowedin an aggregate minimum amount of $10,000,000, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Offshore Rate Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) or $5,000,000, in the case of ABR Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the each case of Eurodollar Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) in the case of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank’s Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent’s Payment Office prior to by 12:00 noon, Cleveland, Ohio noon (San Francisco time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office Bank of America with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than six different Interest Periods in effect.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Revolving Loans shall be made upon the Commitments during Company's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 9:00 a.m. (San Francisco time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or and (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $1,000,000 2,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to such Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month; (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 11:00 a.m. (San Francisco time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office Bank of America with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent or, if requested by the Company, by wire transfer of such fund in accordance with written instructions provided to the Agent by the Company, less the Agent's customary fees for such wire transfer; provided, however, that (i) the initial Facility A Loans and Facility B Loans shall be applied directly by the Agent to the repayment of the "Facility A Loans" and "Facility B Loans" under the Existing Credit Agreement to the extent thereof, and (ii) the proceeds of the Revolving Loans used to finance the Contico Acquisition will be made available pursuant to such escrow or other arrangements as may be mutually satisfactory to the Agent and the Company.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Revolving Loans shall be made upon the Commitments during Company's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio noon (Houston time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (bii) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (i) the amount and Type of Loans to the Borrowing, which shall be borrowed, in an aggregate minimum amount of $2,000,000.00 or any multiple of $500,000.00 in excess thereof; (ii) the requested Borrowing Date and Date, which shall be a Business Day; (iii) the Type of Loans comprising the Borrowing; and (iv) the duration of the Interest Period applicable to such Loans included in such notice. If the case Notice of Eurodollar Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, the respective amounts such Interest Period shall be three months. Each such Notice of Borrowing shall be sent by electronic transfer or facsimile, confirmed promptly in an original writing. (b) The Agent will promptly notify each such Type of Loan and the respective lengths Bank of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon Agent's receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 2:00 p.m. (Houston time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Term Loans and Revolving Loans shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Borrower's irrevocable written notice delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 11:00 a.m. (New York time, ) (ai) three (3) Business Days prior to the requested Borrowing Datedate, in the case of Eurodollar Loans, or and (bii) one (1) Business Day prior to the requested Borrowing Datedate, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of (x) Five Hundred Thousand Dollars ($500,000) or any multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof for Base Rate Loans and Type (y) One Million Dollars ($1,000,000) or any multiple of Loans to be borrowed, One Million Dollars (ii$1,000,000) in excess thereof for Eurodollar Loans: (B) the requested Borrowing Date and date, which shall be a Business Day; (iiiC) whether the Borrowing is to be comprised of Eurodollar Loans or Base Rate Loans; and (D) subject to subsection 2.3(d) hereof, the duration of the Interest Period applicable to any Eurodollar Loans included in such notice. If the case Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans shall be one month; PROVIDED, HOWEVER, that with respect to the Borrowing to be made on the Closing Date shall initially be ABR Loans. Each borrowing under Date, the Commitments Notice of Borrowing shall be in an amount equal delivered to the Administrative Agent not later than 2:00 p.m. (xNew York time) in one Business Day before the case Closing Date and such Borrowing will consist of ABR Loans, $1,000,000 or a whole multiple thereof (orBase Rate Loans only; and FURTHER PROVIDED, if the then aggregate Available Commitments are less than $1,000,000primary syndication of this Agreement is not completed by the Closing Date, such lesser amount) and (y) in if so requested by the case Administrative Agent, all Borrowings comprised of Eurodollar LoansLoans during the first 60 days following the Closing Date shall have the same Interest Period, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. which shall be one month. (b) Upon receipt of any the Notice of Borrowing from the BorrowerBorrowing, the Administrative Agent shall will promptly notify each Lender thereof. thereof and of the amount of such Lender's Commitment Percentage (as applicable) of the Borrowing. (c) Each Lender will make the amount of its Borrowing Base Commitment Percentage (as applicable) of each borrowing the Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Administrative Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 11:00 a.m. (New York time, ) on the Borrowing Date date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Borrower of like funds as received by the Administrative Agent. (d) Unless the Required Lenders shall otherwise agree, during the existence of a Default or an Event of Default, the Borrower may not elect to have a Loan be made as, or converted into or continued as, a Eurodollar Loan. (e) After giving effect to any Borrowing, there shall not be more than five (5) different Interest Periods in effect with respect to outstanding Revolving Loans and Term Loans.

Procedure for Borrowing. (a) The Borrower Company may borrow under the Commitments during the Commitment Period on any Business Day, provided that that, with respect to any borrowing, the Borrower Company shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon2:00 p.m. (or, Clevelandwith respect to Swing Line Loans, Ohio 3:00 p.m.), New York City time), (ai) three (3) Business Days prior to the requested Borrowing Date, in Date if all or any part of the case of Loans are to be Eurodollar Loans, or Loans and (bii) one (1) Business Day prior to the requested Borrowing DateDate (or, in the case of ABR Loans)Swing Line Loans and Loans made on the Closing Date, on the requested Borrowing Date) if the borrowing is to be solely of Alternate Base Rate Loans and specifying (iA) the amount and Type of the borrowing, (B) whether such Loans are initially to be borrowedEurodollar Loans or Alternate Base Rate Loans or a combination thereof, (iiC) if the requested Borrowing Date and (iii) in the case of borrowing is to be entirely or partly Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Any for such Eurodollar Loans and (D) whether the Loan is a Term Loan (with respect to Loans made on the Closing Date), a Swing Line Loan or a Revolving Credit Loan; provided, however, that the Loans made on the Closing Date shall be made initially be ABR as Alternate Base Rate Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower, such notice the Administrative Agent shall promptly notify each Lender thereofLender. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noonNot later than 2:00 p.m., Cleveland, Ohio New York City time, on the Borrowing Date requested by the Borrower specified in funds immediately such notice, each Lender shall make available to the Administrative Agent. Such borrowing Agent at the office of the Administrative Agent specified in subsection 11.2 (or at such other location as the Administrative Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by such Lender (except that proceeds of Swing Line Loans will then be made available to the Borrower Company in accordance with subsection 3.4(a)). Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Company by the Administrative Agent's crediting the account of the Borrower on Company, at the books office of such office the Administrative Agent specified in subsection 11.2, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders and in like funds as received by the Administrative Agent. (b) Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of all Eurodollar Loans having the same Interest Period shall not be less than $2,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) no more than sixteen Interest Periods shall be in effect at any one time.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during Company's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 10:00 a.m. (San Francisco time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (bii) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to of (xI) in the case of ABR Loans, $1,000,000 10,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereof, in the case of requests for Offshore Rate Loans, or (II) $5,000,000 or any multiple of $1,000,000 in excess thereof, in the case of requests for Base Rate Loans; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to such Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 11:00 a.m. (San Francisco time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than six different Interest Periods in effect.

Procedure for Borrowing. (a) The Borrower Company may borrow under the Commitments during the Commitment Period on any Business Day, ; provided that the Borrower Company shall give deliver to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing Certificate (which notice certificate to be effective on the requested Borrowing Date must be received by the Administrative Agent (a) prior to 12:00 Noon, Cleveland, Ohio time, (a) noon three (3) Business Days prior to the requested Borrowing Date, in if all or any part of the case of Eurodollar Loans, requested Loans are to be initially LIBOR Loans or (b) one (1) Business Day prior to 12:30 p.m. on the requested Borrowing Date, otherwise, in the each case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and Date, (iii) in whether the case borrowing is to be of Eurodollar LIBOR Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of LIBOR Loans, the respective aggregate amount of such LIBOR Loans and the amounts of each such Type of LIBOR Loan and the respective lengths length of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate Available Commitments are less than $1,000,0005,000,000, such lesser amount) and or (y) in the case of Eurodollar LIBOR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of a Borrowing from the BorrowerCertificate, the Administrative Agent shall promptly notify each Lender Bank thereof. . (b) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Office applicable office of the Administrative Agent specified in subsection 9.2 or such other office specified by the Administrative Agent from time to time prior to 2:30 p.m. in the case of Base Rate Loans or 12:00 noon, Cleveland, Ohio time, noon in the case of LIBOR Loans on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower Company shall give the Administrative Agent irrevocable notice in a written Borrowing Request during the form of a Notice of Borrowing (which notice must be received by the Administrative Agent Funding Availability Period prior to 12:00 Noon, Cleveland, Ohio time, (a) in the case of Term Benchmark Loans, 11:00 a.m., New York City time, three (3) U.S. Government Securities Business Days prior to the requested Borrowing Funding Date, (b) in the case of Eurodollar Daily Simple SOFR Loans, or (b) one (1) 11:00 a.m., New York City time, three U.S. Government Securities Business Day Days prior to the requested Borrowing Date, Funding Date or (c) in the case of ABR Loans), 11:00 a.m., New York City time, on the date of the proposed Funding Date, specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Funding Date and (iii) in the case of Eurodollar Term Benchmark Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period Period(s) therefor. Any Loans made on If no election as to the Closing Date Type of a Loan is specified in any such notice, then the requested borrowing shall initially be an ABR LoansLoan. If no Interest Period with respect to a Term Benchmark Loan is specified in any such notice, then the Company shall be deemed to have selected an Interest Period of one month’s duration. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof 25 million (or, if the then aggregate Available total available Commitments at such time are less than $1,000,00025 million, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 5 million in excess thereof. Upon receipt of any Notice of Borrowing such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make (or cause its Applicable Lending Office to make) the amount of its Borrowing Base Commitment Percentage pro rata share of each such borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Office prior to 12:00 noon1:00 P.M., Cleveland, Ohio New York City time, on the Borrowing Funding Date requested (or deemed requested) by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office or such other account as the Company may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent applicable Borrower’s irrevocable notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 11:00 a.m. (local time, ) (ai) three (3) two Business Days prior to the requested Borrowing Date, in the case of Eurodollar LoansOffshore Rate Loans denominated in Dollars, or (bii) one (1) four Business Day Days prior to the requested Borrowing Date, in the case of ABR LoansOffshore Rate Loans denominated in a currency specified in the definition of “Offshore Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if such Offshore Rate Loans are to be denominated in a currency not covered by the preceding clause (ii), specifying and (iiv) the amount and Type of Loans to be borrowed, (ii) on the requested Borrowing Date and (iii) Date, in the case of Eurodollar Base Rate Loans), specifying: (A) the respective amounts amount of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date Borrowing, which shall initially (unless such Borrowing is being requested (or deemed to be ABR Loans. Each borrowing under the Commitments shall requested) pursuant to Section 2.06(b) or 3.03(b)) be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are Dollar Equivalent amount not less than $1,000,000, 5,000,000 (or such lesser amountamount agreed to by the Agent) and (y) in a higher integral multiple of 500,000 units of the case Applicable Currency; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Class and Type of Eurodollar Loans comprising such Borrowing; (D) with respect to Offshore Rate Loans, $5,000,000 or the duration of the Interest Period applicable to such Loans included in such notice (and, if a whole multiple Notice of $1,000,000 in excess thereof. Upon Borrowing fails to specify the duration of the Interest Period for any Borrowing of Offshore Rate Loans, such Interest Period shall be one month); (E) with respect to Offshore Rate Loans, the Applicable Currency for such Borrowing; and (F) the identity of the Borrower requesting such Borrowing. (b) The Agent will promptly notify each applicable Lender of its receipt of any Notice of Borrowing from the Borrowerand (i) in respect of Borrowings of any Class of Term Loans, the Administrative amount of each applicable Term Lender’s Term Percentage of such Borrowing and (ii) in respect of Borrowings of Revolving Loans (other than Offshore Rate Loans to the extent covered by Section 2.08), (x) the amount of such Lender’s Revolving Percentage of such Borrowing and (y) if such Borrowing is in an Offshore Currency, the aggregate Dollar Equivalent amount of such Borrowing and the applicable Spot Rate used by the Agent to determine such aggregate Dollar Equivalent amount. The Agent shall promptly notify each Lender thereof. also give the Company prompt notice of the matters referred to in clause (ii)(y) of the preceding sentence. (c) Each Lender will make the amount of its Borrowing Base Commitment Applicable Percentage of each borrowing Borrowing available to the Administrative Agent for the account of the applicable Borrower at the Funding Agent’s Payment Office prior to 12:00 noon, Cleveland, Ohio by 1:00 p.m. (local time, ) on the Borrowing Date and in the Applicable Currency requested by the such Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the applicable Borrower by the Administrative Agent at such office by crediting the account of the such Borrower on the books of such office Bank of America with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as and when received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than 15 different Interest Periods in effect. (e) Each Borrower hereby authorizes the Lenders and the Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of such Borrower. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. The Borrower may borrow under (i) Each Borrowing of U.S. Revolving Loans or Term Loans by the Commitments during U.S. Borrowers shall be made upon the Commitment Period on any Business Day, provided that U.S. Parent Borrower’s irrevocable written notice delivered to the Borrower shall give the U.S. Administrative Agent irrevocable notice in the form of a notice of borrowing substantially in the form of Exhibit A-1 (each a “U.S. Notice of Borrowing (Borrowing”) or Exhibit A-3, as applicable, which notice must be received by the U.S. Administrative Agent prior to 12:00 Noon, Cleveland, Ohio (i) 1:00 p.m. (New York City time, (a) three (3) Business Days prior to the requested Borrowing Datedate of such Borrowing, in the case of Eurodollar LoansLIBOR Loans denominated in Dollars, or (bii) 1:00 p.m. (New York City time) at least four Business Days prior to the date of such Borrowing, in the case of LIBOR Loans denominated in an Alternative Currency and (iii) 1:00 p.m. (New York City time) at least one (1) Business Day prior to the requested Borrowing Datedate of such Borrowing, in the case of ABR Loans), specifying specifying: (iA) whether such Borrowing consists of U.S. Revolving Loans or Term Loans; (B) the amount and Type currency of the Borrowing, which must equal or exceed the Minimum Borrowing Amount (and increments of $1,000,000 in excess of such amount or the approximate equivalent amount thereof in the case of Alternative Currencies); (C) the date of the requested Borrowing, which must be a Business Day; (D) whether the Loans requested are to be ABR Loans (solely in the case of Loans denominated in Dollars) or LIBOR Loans (and if not specified, it shall be deemed a request for an ABR Loan, in the case of a request for Loans denominated in Dollars, or LIBOR Loans with an Interest Period of one month, in the case of Loans denominated in an Alternative Currency); provided that all Loans made by each of the applicable Lenders pursuant to be borrowedthe same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type; and (ii) the requested Borrowing Date and (iiiE) in the case of Eurodollar a request for LIBOR Loans, the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially to be ABR Loans. Each borrowing under the Commitments applicable thereto (and if not specified, it shall be deemed a request for an Interest Period of one month). (ii) In lieu of delivering a U.S. Notice of Borrowing, the U.S. Parent Borrower may give the U.S. Administrative Agent telephonic notice of such request for advances on or before the deadline set forth above (promptly confirmed by delivery of a completed U.S. Borrowing Notice). The U.S. Administrative Agent at all times shall be entitled to rely on such telephonic notice in an amount equal to (x) in the case of ABR making such U.S. Revolving Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case regardless of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of whether any Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agentwritten confirmation is received.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give applicable Borrower’s irrevocable written notice delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon(i) 10:00 a.m. four Business Days prior to the requested Borrowing Date, Cleveland, Ohio time, in the case of Offshore Currency Loans; (aii) 11:30 a.m. three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or ; and (biii) one (1) Business Day prior to 11:30 a.m. on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying in each case specifying: (i) the amount and Type of Loans to the Borrowing, which shall be borrowed, in an aggregate amount not less than the Minimum Tranche; (ii) the requested Borrowing Date and Date, which shall be a Business Day; (iii) the Type of Revolving Loans comprising the Borrowing; (iv) the duration of the Interest Period applicable to any Eurocurrency Loans included in such notice (and if a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing to be comprised of Eurocurrency Loans, such Interest Period shall be one month); and (v) in the case of Eurodollar Loansa Eurocurrency Borrowing, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to Applicable Currency. (xb) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any a Notice of Borrowing from the BorrowerBorrowing, the Administrative Agent shall will promptly notify each Lender thereofthereof and of the amount of such Lender’s Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Lender’s Pro Rata Share of the Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Lender of the exact Dollar Equivalent amount of such Lender’s Pro Rata Share of the Borrowing. The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.05(a). (c) Each Lender will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the applicable Borrower at the Funding Payment Office prior to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested by the such Borrower in funds immediately Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Revolving Loans in Dollars, by 2:00 p.m., and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Administrative Agent may reasonably specify. The Administrative Agent shall make the amounts so received from the Lenders available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and applicable Borrower, in like funds as received by the Administrative Agent, by crediting an account of such Borrower on the books of JPMCB or pursuant to such other procedures as the Administrative Agent and such Borrower may agree. (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than 12 different Interest Periods in effect in the aggregate for all Revolving Loans.

Procedure for Borrowing. (a) The Borrower may borrow Dollar Loans under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of by delivering a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon11:00 A.M., Cleveland, Ohio New York City time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Eurocurrency Loans, or (b) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Dollar Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Eurocurrency Loans, the respective amounts of each such Type of Loan Eurocurrency Tranche in respect thereof and the respective lengths of the initial Interest Period Periods therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing of Dollar Loans under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Eurocurrency Loans, $5,000,000 (or, if the then aggregate Available Commitments are less than $5,000,000, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount equal to its Pro Rata Share of its Borrowing Base Commitment Percentage the principal amount of each borrowing of Dollar Loans available to the Administrative Agent for the account of the Borrower at the Domestic Funding Office prior to 12:00 noon2:00 P.M., Cleveland, Ohio New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (b) The Borrower may borrow Foreign Currency Loans under the Foreign Currency Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice by delivering a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 11:00 A.M., London time, four Business Days prior to the requested Borrowing Date, specifying (i) the amount of Foreign Currency Loans to be borrowed, (ii) the requested Borrowing Date, (iii) the Foreign Currency in which such Foreign Currency Loans will be denominated and (iv) the respective amounts of each Eurocurrency Tranche in respect thereof and the respective lengths of the initial Interest Periods therefor. Each borrowing of Foreign Currency Loans under the Foreign Currency Commitments shall be in an amount in a Foreign Currency the Dollar Equivalent of which is equal to $5,000,000 (or, if the Total Available Foreign Currency Commitments at such time are less than $5,000,000, such lesser amount) or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Foreign Currency Lender thereof. Each Foreign Currency Lender will make the amount equal to its Foreign Currency Commitment Percentage of the principal amount of each borrowing of Foreign Currency Loans available to the Administrative Agent for the account of the Borrower at the Applicable Foreign Currency Funding Office for the relevant Foreign Currency prior to 12:00 Noon Local Time on the Borrowing Date requested by the Borrower in the relevant Foreign Currency in immediately available funds. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Foreign Currency Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower Borrowers may borrow under the Commitments Commitment (subject to the limitations on the availability of Eurodollar Rate Loans) during the Commitment Period on any Business DayPeriod, provided that the Borrower Borrowers shall give the Administrative Agent Bank irrevocable telephonic or written notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent Bank prior to 12:00 Noon3:00 P.M., ClevelandColumbus, Ohio time, (atime for funding to be made that day) three (3) Business Days prior to on or before the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type date of Loans to the requested borrowing (which shall be borroweda Business Day), (ii) the amount of the requested Borrowing Date and borrowing, (iii) in whether the case borrowing is to be of a Eurodollar LoansRate Loan, a Prime Rate Loan or a combination thereof and (iv) if the borrowing is to be entirely or partly of a Eurodollar Rate Loan, the respective amounts amount of each such Type the Prime Rate Loan, if any, and the amount of the Eurodollar Rate Loan and the respective lengths length of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under pursuant to the Commitments Commitment shall be in an the principal amount equal to (xa) in the case of ABR Prime Rate Loans, of $1,000,000 50,000 or a whole multiple thereof (orany larger amount, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (yb) in the case of Eurodollar Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof500,000 or any larger amount, provided, however, with respect to Prime Rate Loans and Eurodollar Rate Loans that no borrowing shall exceed the then undrawn amount of the Commitment. Upon receipt of any Notice of On the Borrowing from the BorrowerDate, the Administrative Agent Bank shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available to Borrowers the Administrative Agent for funds requested, subject to the account satisfaction of the Borrower at terms and conditions of the Funding Office prior to 12:00 noonAgreement, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower Financial on the books of such office the Bank at its 100 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx xxxice with the aggregate of funds requested. If for any reason the amounts made Bank is unable to make funds available to the Administrative Agent by Borrowers as aforesaid, the Lenders Bank shall notify the Borrowers immediately. The provisions for conversion and continuation of the Loans are set forth in like funds as received by the Administrative Agentsubsection 2.9.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Revolving Loans shall be made upon the Commitments during Company's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (or telephonic notice promptly confirmed in writing in the form of a Notice of Borrowing), which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio time, 10:30 a.m. (aApplicable Time) three (3i) two Business Days prior to the requested Borrowing Date, in the case of Eurodollar LIBO Rate Loans, or (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying in each case specifying: (iA) the amount and Type of Loans to the Borrowing, which shall be borrowed, in an aggregate minimum amount of $500,000 or any multiple of $250,000 in excess thereof; (iiB) the requested Borrowing Date and Date, which shall be a Business Day; (iiiC) the Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the case Notice of Eurodollar Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of LIBO Rate Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to a Base Rate Loan. (xb) in the case The Agent will promptly notify each Bank of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio time, by 11:00 a.m. (Applicable Time) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office Bank of America with the aggregate of the amounts made available to the Administrative Agent by the Lenders and Banks. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than seven different Interest Periods in like funds as received by the Administrative Agenteffect.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day(a) To request a Borrowing hereunder, provided that the Borrower shall give the hand deliver or telecopy to Administrative Agent irrevocable notice a Notice of Borrowing in the form of EXHIBIT D hereto (a Notice of Borrowing (which notice must be received by the Administrative Agent "NOTICE OF BORROWING") prior to 12:00 Noon1:00 p.m. (Dallas, Cleveland, Ohio Texas time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) at least one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) before the requested Borrowing Date of each ABR Borrowing, and at least three Business Days before the Borrowing Date of each Eurodollar Borrowing. Each Notice of Borrowing shall specify (1) the Borrowing Date; (2) the aggregate amount of the Borrowing requested; (3) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing, and (iii4) in the case of a Eurodollar LoansBorrowing, the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Period thereforapplicable thereto. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to Borrower's request, and not later than 12:00 noonnoon (Dallas, Cleveland, Ohio Texas time), on the Borrowing Date, each Lender will make available to Administrative Agent at 1717 Xxxx Xxxxxx, 0xx Xxxxx Xxxxxx, Xxxxx 00000, xx immediately available funds, that Lender's Commitment Percentage of the aggregate amount of such Borrowing. After Administrative Agent's receipt of these funds, not later than 2:00 p.m. (Dallas, Texas time) on the Borrowing Date requested by and upon fulfillment of the applicable conditions set forth in Article 6, Administrative Agent will make the proceeds of such Borrowing available to Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower funds by the Administrative Agent crediting the amount thereof to Borrower's account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (b) All notices given by Borrower under this SECTION 2.02 shall be irrevocable and shall be given not later than 1:00 p.m. (Dallas, Texas time) on a day which is not less than the number of Business Days specified above for the notice.

Procedure for Borrowing. (a) The Borrower Company may borrow under the Commitments during the Commitment Period on any Working Day, if the borrowing is of Eurodollar Loans, or on any Business Day, if the borrowing is of ABR Loans, provided that the Borrower Company shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio time, New York City time (ai) three (3) Business Working Days prior to the requested Borrowing Date, in Date if all or any part of the case of Loans are to be Eurodollar Loans, or Loans and (bii) one (1) Business Day prior to the requested Borrowing Date, in Date if the case borrowing is to be solely of ABR Loans), ) specifying (iA) the amount and Type of Loans to be borrowedthe borrowing, (iiB) the requested Borrowing Date Date, (C) whether such Loans are initially to be Eurodollar Loans or ABR Loans, or a combination thereof, and (iiiD) in if the case of borrowing is to be entirely or partly Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, for such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower, such notice the Administrative Agent shall promptly notify each Lender thereof(which notice shall in any event be delivered to each Lender by 4:00 P.M., New York City time, on such date). Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to Not later than 12:00 noonNoon, Cleveland, Ohio New York City time, on the Borrowing Date requested by the Borrower specified in funds immediately such notice, each Lender shall make available to the Administrative AgentAgent at the office of the Administrative Agent specified in subsection 11.2 (or at such other location as the Administrative Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by such Lender. Such borrowing will then Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Borrower Company by the Administrative Agent Agent's crediting the account of the Borrower on Company, at the books office of such office the Administrative Agent specified in subsection 11.2, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders and in like funds as received by the Administrative Agent. (b) Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of all Eurodollar Loans having the same Interest Period shall not be less than $5,000,000, or a whole multiple of $1,000,000 in excess thereof, and (ii) no more than ten Interest Periods shall be in effect at any one time. (c) Eurodollar Loans shall be made by each Lender at its Eurodollar Lending Office and ABR Loans shall be made by each Lender at its ABR Lending Office.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments during the Commitment Period on any Business Day; provided that, provided that with respect to any borrowing, the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to (i) before 12:00 Noonnoon, Cleveland, Ohio New York City time, (a) three (3) Business Days prior to the requested Borrowing Date, in Date if all or any part of the case of Eurodollar Loans, or (b) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans are to be borrowed, Eurodollar Loans and (ii) on the requested Borrowing Date if the applicable notice is received prior to 9:00 A.M. (or, with respect to Swing Line Loans, 3:00 P.M.), New York City time, on such Borrowing Date and if the borrowing is to be solely of Alternate Base Rate Loans) and specifying (iiiA) in the case amount of the borrowing, (B) whether such Loans are initially to be Eurodollar Loans or Alternate Base Rate Loans or a combination thereof, (C) if the borrowing is to be entirely or partly Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Any for such Eurodollar Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (yD) in whether the case of Eurodollar LoansLoan is a Term Loan, $5,000,000 a Swing Line Loan or a whole multiple of $1,000,000 in excess thereofRevolving Credit Loan. Upon receipt of any Notice of Borrowing from the Borrower, such notice the Administrative Agent shall promptly notify each affected Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to Not later than 12:00 noon, Cleveland, Ohio New York City time, on the Borrowing Date requested by the Borrower specified in funds immediately such notice, each affected Lender shall make available to the Administrative AgentAgent at the office of the Administrative Agent specified in subsection 12.2 (or at such other location as the Administrative Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by such Lender (except that proceeds of Swing Line Loans will be made available to the Borrower in accordance with subsection 3.4(a)). Such borrowing will then Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Borrower by the Administrative Agent Agent’s crediting the account of the Borrower on Borrower, at the books office of such office the Administrative Agent specified in subsection 12.2, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders and in like funds as received by the Administrative Agent. (b) Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of all Eurodollar Loans having the same Interest Period shall not be less than $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) no more than sixteen Interest Periods shall be in effect at any one time.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during Company's irrevocable telephonic or written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (Borrowing, if written and promptly confirmed by delivery of a form of Notice of Borrowing, if telephonic, which written or telephonic notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 9:00 a.m. (Chicago time, ) (ai) three (3) two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (i1) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereof; (2) the requested Borrowing Date, which shall be a Business Day; (3) the Type of Loans comprising the Borrowing; and (4) the duration of the Interest Period applicable to such Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 1:00 p.m. (Chicago time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than ten different Interest Periods in effect.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Borrower's irrevocable written notice (or by telephone promptly confirmed in writing) delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 11:00 a.m. (Chicago time, ) (ai) three two (32) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or and (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to such Borrowing, which shall be borrowed, in an aggregate minimum amount of $1,000,000 or any larger integral multiple thereof in excess thereof; (iiB) the requested Borrowing Date and Date, which shall be a Business Day; (iiiC) in the case Type of Eurodollar Loans comprising such Borrowing; and (D) with respect to any Borrowing comprised of Offshore Rate Loans, the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Period thereforapplicable to such Loans included in such notice. Any Loans made on If any Notice of Borrowing fails to specify the Closing Date shall initially be ABR duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans. Each borrowing under the Commitments , such Interest Period shall be in an amount equal to three (x3) in months; provided that no Interest Period shall extend beyond the case Termination Date. (b) The Administrative Agent will promptly notify each Lender of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Lender's Percentage of that Borrowing. (c) Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Administrative Agent's Office prior to 12:00 noon, Cleveland, Ohio by 1:00 p.m. (Chicago time, ) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Borrower of like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow Whenever Borrowers desire an Advance under the Commitments during the Commitment Period on any Business DayCommitment, provided that the Borrower they shall give Agent telegraphic, telex, facsimile or telephonic notice ("Notice of Borrowing") of such requested Advance, which in the Administrative Agent irrevocable notice case of telephonic notice, shall be promptly confirmed in writing. Each Notice of Borrowing shall be in the form of a Notice of Borrowing (which notice must Exhibit "A" attached hereto and shall be received by the Administrative Agent prior to 12:00 Noonnot later than 11:00 a.m. Midland, Cleveland, Ohio Texas time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (bi) one (1) Business Day prior to the requested Borrowing Date, Date in the case of ABR Base Rate Loans), specifying or (ii) three Business Days prior to any proposed Borrowing Date in the case of LIBOR Loans. Each Notice of Borrowing shall specify (i) the Borrowing Date (which shall be a Business Day), (ii) the principal amount and Type of Loans to be borrowed, (iiiii) the requested Borrowing Date portion of the Advance constituting Base Rate Loans and/or LIBOR Loans and (iiiiv) if any portion of the proposed Advance is to constitute LIBOR Loans, the initial Interest Period selected by Borrowers pursuant to Section 4 hereof to be applicable thereto. Upon receipt of such Notice, Agent shall advise each Lender thereof; provided, that if the Lenders have received at least one (1) day's notice of such Advance prior to funding of a Base Rate Loan, or at least three (3) days' notice of each Advance prior to funding in the case of Eurodollar Loansa LIBOR Loan, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of shall provide Agent at its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower office at the Funding Office prior to 12:00 noon0000 X. Xxx Xxxxxx, ClevelandXxxxx 000, Ohio Xxxxxxx, Xxxxx 00000, not later than 1:00 p.m., Midland, Texas time, on the Borrowing Date Date, in immediately available funds, its Pro Rata Part of the requested Advance, but the aggregate of all such fundings by each Lender shall never exceed such Lender's Commitment. Not later than 2:00 p.m., Midland, Texas time, on the Borrower in funds immediately Borrowing Date, Agent shall make available to the Administrative AgentBorrowers at the same office, in like funds, the aggregate amount of such requested Advance. Such borrowing will then be Neither Agent nor any Lender shall incur any liability to the Borrowers in acting upon any Notice of Borrowing referred to above which Agent or such Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Borrowers or for otherwise acting in good faith under this Section 2(c). Upon funding of Advances by Lenders and such funds being made available to Borrowers in accordance with this Agreement, pursuant to any such Notice, the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentBorrowers shall have effected Advances hereunder.

Procedure for Borrowing. The Borrower may borrow under Each borrowing of a Loan shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give applicable Borrower’s irrevocable notice to the Administrative Agent irrevocable which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice in must be confirmed immediately by delivery to the form Administrative Agent of a Loan Notice. Each such Loan Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon11:00 A.M., Cleveland, Ohio New York City time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) in excess thereof and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such Loan Notice of Borrowing from the a Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage pro rata share of each borrowing available to the Administrative Agent for the account of the applicable Borrower at the Funding Office prior to 12:00 noonNoon, Cleveland, Ohio New York City time, on the Borrowing Date requested by the such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the applicable Borrower by the Administrative Agent crediting the account of the applicable Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Borrower's irrevocable written notice delivered to the Administrative Agent irrevocable notice in accordance with Section 10.02 in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon10:00 a.m. Honolulu, Cleveland, Ohio Hawaii time, ) (ai) three (3) four Business Days prior to the requested Borrowing Datedate, in the case of Eurodollar Loans, or LIBO Rate Advances; and (bii) one (1) Business Day prior to the requested Borrowing Datedate, in the case of ABR Loans)Prime Rate Advances, specifying specifying: (iA) whether the Borrowing is to be comprised of LIBO Rate Advances and/or Prime Rate Advances; (B) the amount of the Borrowing; PROVIDED that LIBO Rate Advances shall be in an aggregate minimum principal amount of Two Million Dollars ($2,000,000) or any integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof; and Type that Prime Rate Advances shall be in an aggregate minimum principal amount of Loans to be borrowed, One Hundred Thousand Dollars (ii$100,000) or any integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof; (C) the requested Borrowing Date and date, which shall be a Business Day; and (iiiD) in if the case requested Borrowing consists of Eurodollar Loansone or more LIBO Rate Advances, the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Period therefor. Any Loans made on applicable thereto; PROVIDED HOWEVER, that if the Closing Date Notice of Borrowing shall initially be ABR Loans. Each borrowing under fail to specify the Commitments duration of the Interest Period for any such LIBO Rate Advances, such Interest Period shall be in an amount equal to three (x3) in the case of ABR Loans, $1,000,000 or a whole multiple thereof months. (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amountb) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any the Notice of Borrowing from the BorrowerBorrowing, the Administrative Agent shall will promptly notify each Lender thereof. Bank thereof and of the amount of such Bank's Commitment Percentage of the Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage of each borrowing the Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Administrative Agent's Payment Office prior to 12:00 noonby 11:00 a.m. Honolulu, Cleveland, Ohio time, Hawaii time on the Borrowing Date date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Advances will then be made available to the Borrower by the Administrative Agent at such office by crediting the account of the Borrower on the books of First Hawaiian Bank or such office other accounts as the Borrower, may specify, with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent. (d) The proceeds from Advances shall be used for general corporate purposes, including working capital, set aside letters for bonding purposes, development and land acquisition and not in contravention of any provision of this Agreement or any Requirement of Law. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, all LIBO Rate Advances shall automatically be converted into Prime Rate Advances. The Borrower shall reimburse each Bank and hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of any such conversion of a LIBO Rate Advance to a Prime Rate Advance on a day that is not the last day of the Interest Period for such LIBO Rate Advance, as provided in Section 3.04 below. (f) After giving effect to any Borrowing, there shall not be more than five (5) LIBO Rate Advances in effect.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments Commitment during the Commitment Period on any Business Day; provided, provided that the Borrower shall give deliver to the Administrative Agent irrevocable Lender a written notice in (a "Borrowing Notice") which must (i) specify the form date on which such borrowing is to be made (the "Borrowing Date"), the amount to be borrowed from the Lender on such Borrowing Date (the "Borrowing Amount"), and the bank account and other pertinent wire transfer instructions of a Notice of Borrowing the Borrower to which such borrowing is to be deposited by the Lender (which notice must the "Borrower's Bank Account"), (ii) certify that all applicable conditions to such borrowing hereunder have been satisfied and (iii) be received by the Administrative Agent Lender prior to 12:00 Noon1:00 P.M., Cleveland, Ohio New York City time, (a) three (3) Business Days prior to such Borrowing Date (or, with respect to the initial Loans requested Borrowing to be made on the Effective Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior to the requested Borrowing Effective Date, in the case of ABR Loans), specifying . (ib) the amount and Type of Loans to be borrowed, (ii) the requested On each Borrowing Date and (iii) set forth in the case of Eurodollar Loansa Borrowing Notice, the respective amounts of each such Type of Lender will make a Loan and to the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be Borrower in an amount equal to the lesser of (xi) the Borrowing Amount set forth in the case of ABR Loanssuch Borrowing Notice, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (yii) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account undrawn portion of the Borrower at Commitment as then in effect by making the Funding Office prior to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made proceeds thereof available to the Borrower by the Administrative Agent crediting the account of the Borrower in immediately available funds in Dollars not later than 4:00 p.m., New York City time, on the books of such office with the aggregate of the amounts made available Borrowing Date to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentBorrower's Bank Account.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments Commitment during the Commitment Period on any Business Day; provided, provided that the Borrower shall give deliver to the Administrative Agent irrevocable Lender a written notice in (a "Borrowing Notice") which must (i) specify the form date on which such borrowing is to be made (the "Borrowing Date"), the amount to be borrowed from the Lender on such Borrowing Date (the "Borrowing Amount"), and the bank account and other pertinent wire transfer instructions of a Notice of Borrowing the Borrower to which such borrowing is to be deposited by the Lender (which notice must the "Borrower's Bank Account"), (ii) certify that all applicable conditions to such borrowing hereunder have been satisfied and (iii) be received by the Administrative Agent Lender prior to 12:00 Noon1:00 P.M., Cleveland, Ohio New York City time, (a) three (3) Business Days prior to the requested such Borrowing Date, in the case of Eurodollar Loans, or . (b) one (1) Business Day prior On each Borrowing Date set forth in a Borrowing Notice, the Lender will make a Loan to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be Borrower in an amount equal to the lesser of (xi) the Borrowing Amount set forth in the case of ABR Loanssuch Borrowing Notice, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (yii) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available to the Administrative Agent for the account undrawn portion of the Borrower at Commitment as then in effect by making the Funding Office prior to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made proceeds thereof available to the Borrower by the Administrative Agent crediting the account of the Borrower in immediately available funds in Dollars not later than 4:00 p.m., New York City time, on the books of such office with the aggregate of the amounts made available Borrowing Date to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentBorrower's Bank Account.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business DayDay in an aggregate principal amount not exceeding the aggregate Available Commitments then in effect, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon10:00 a.m., ClevelandDallas, Ohio Texas time, (a) three (3) Business Days prior to the requested Borrowing Date, in if all or any part of the case of Loans are to be initially Eurodollar Loans, Loans or (b) one (1) Business Day prior to the requested Borrowing Date, in otherwise) requesting that the case of ABR Loans), Lenders make the Loans on such requested Borrowing Date and specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and Date, (iii) in whether the case borrowing is to be of Eurodollar Loans or Base Rate Loans or a combination thereof, (iv) if the Loans are to be entirely or partly Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period Periods therefor. Any Loans made on , and (v) the Closing Date shall initially be ABR Loanscertificate required pursuant to Section 4.2(c). Each borrowing under the Commitments shall be in an amount equal to (x) at least $1,000,000, provided that the initial borrowing under the Commitments shall be in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are an amount not less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof55,000,000. Upon receipt of any Notice of Borrowing from such notice the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office office of the Agent specified in Section 9.2 prior to 12:00 noon11:00 a.m., ClevelandDallas, Ohio Texas time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the by wire transfer to an account of designated by the Borrower on the books of such office in writing with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The (a) Each Borrowing shall be made upon the irrevocable written notice of a Borrower may borrow under delivered to the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 11:00 a.m. (Charlotte time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans and Federal Funds Rate Loans), specifying specifying: (iA) the applicable Borrower; (B) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereof; (C) the requested Borrowing Date, which shall be a Business Day; (D) the Type of Loans comprising the Borrowing; and (E) the duration of the Interest Period applicable to such Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the applicable Borrower at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 1:00 p.m. (Charlotte time, ) on the Borrowing Date requested by the applicable Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the applicable Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in applicable Borrower of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than five different Interest Periods in effect.

Procedure for Borrowing. The Borrower (a) Each Borrowing shall be made upon the Company’s irrevocable notice delivered to the Agent (which may borrow under the Commitments during the Commitment Period on any Business Daybe given by telephone, provided that the Borrower shall give such notice is confirmed promptly in writing by delivery to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must Borrowing) to be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio time, not later than 9:00 a.m. (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or and (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole and any multiple of $1,000,000 in excess thereof, in the case of Offshore Rate Loans, or $2,000,000 and any multiple of $500,000 in excess thereof, in the case of Base Rate Loans; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) in the case of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank’s Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent’s Office prior to by 12:00 noon, Cleveland, Ohio time, noon on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office Bank of America with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than ten different Interest Periods in effect.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during Company's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 11:00 a.m. (New York City time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or Offshore Rate Loans and (bii) one (1Business Day(s) Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying ) specifying: (i) the amount and Type of Loans to be borrowed, (iiA) the requested Borrowing Date and Date, which shall be a Business Day; (iiiB) the Type of Loans comprising the Borrowing; and (C) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; provided, however, that with respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than (i) three Business Days prior to the Closing Date, in the case of Eurodollar Offshore Rate Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made (ii) 11:00 a.m. (New York City time) on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) Date, in the case of ABR Base Rate Loans, $1,000,000 or a whole multiple thereof . (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amountb) and (y) in the case The Agent will promptly notify each Bank of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 11:00 a.m. (New York City time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than three different Interest Periods in effect.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give deliver to the Administrative Agent (by no later than 9:00 a.m. (New York City time) on the Closing Date) an irrevocable written notice in the form of a Notice of Borrowing (which notice must Borrowing, requesting that the Loans be received by made on the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio time, (a) three (3) Business Days prior to the requested Borrowing Closing Date, in the case . Such Notice of Eurodollar Loans, or (b) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying Borrowing: (i) shall be delivered in accordance with the amount last paragraph of Section 4.1 and (ii) shall specify: (A) the requested amounts of the Loans for each Tranche (which were requested on a pro rata basis) to be borrowed by the Borrower, and (B) for the Dollar Loans, the Type of Loans to be borrowedrequested and, (ii) if the requested Borrowing Date and (iii) in the case of Eurodollar Dollar Loans are LIBOR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made The Administrative Agent will notify each Lender on or before the Closing Date shall initially be ABR Loans. Each of the borrowing under request. (b) Subject to the Commitments shall be conditions precedent set forth in an amount equal to (x) in the case of ABR LoansArticle IV, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will severally agrees to make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing the requested Loan of the applicable Tranche available to the Administrative Agent for the account of the Borrower (in the case of Dollar Loans) at the Funding Administrative Agent’s applicable Payment Office prior to 12:00 noonand (in the case Peso Loans) at the Peso Agent’s Payment Office, Cleveland, Ohio in each case by 10:00 a.m. (New York City time, ) on the Borrowing Closing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available Upon fulfillment of the conditions precedent to disbursing the Borrower by Loans in Article IV, the Administrative Agent crediting shall deliver the account proceeds of the Loans to (or on behalf of) the Borrower on as provided in the books Notice of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentBorrowing.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Company's irrevocable notice delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 10:00 a.m. (Chicago time, ) (ai) three two (32) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to the Borrowing, which shall be borrowed, in an aggregate minimum amount of $500,000 or any multiple of $100,000 in excess thereof; (iiB) the requested Borrowing Date and Date, which shall be a Business Day; (iiiC) in the case Type of Eurodollar Loans comprising the Borrowing; (D) with respect to Offshore Rate Loans, the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Period thereforapplicable to such Loans included in such notice. Any If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) the amount of the requested Loans comprising Tranche A Loans and Tranche B Loans, respectively; PROVIDED, HOWEVER, that with respect to the Borrowing to be made on the Closing Date, such Borrowing will consist of Base Rate Loans only; and further provided that if the Administrative Agent has determined in its sole discretion that syndication of the Loans has not been completed, then all Borrowings during the first 60 days following the Closing Date shall initially be ABR Loans. Each borrowing under have the Commitments same Interest Period and shall be in an amount equal to Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month. (xb) in the case The Administrative Agent will promptly notify each Lender of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Xxxxxx's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Administrative Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 1:00 p.m. (Chicago time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentAgent or by wire transfer in accordance with the directions of the Company. (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than six (6) different Interest Periods in effect. (e) The Company hereby authorizes the Lenders and the Administrative Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Administrative Agent or any Xxxxxx believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing (including any Borrowing on the Commitments during Closing Date) shall be made upon the Commitment Period on any Business Day, provided that the Borrower shall give Company's irrevocable written notice delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 9:00 a.m. (San Francisco time), (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or ; and (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereofthereof (and the respective portions, if any, thereof comprised of Revolving Loans or Term Out Loans); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to any Eurodollar Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Loans, such Interest Period shall be one month. (b) The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Administrative Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 11:00 a.m. (San Francisco time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than ten (10) different Interest Periods in effect.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall ----------------------- be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Borrower's irrevocable written notice delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 9:00 a.m. (San Francisco time, ) (ax) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (by) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (i) the amount and Type of Loans to the Borrowing, which shall be borrowed, in an aggregate minimum amount of $5,000,000 or any multiple of $500,000 in excess thereof; (ii) the requested Borrowing Date and Date, which shall be a Business Day; (iii) the Type of Loans comprising the Borrowing; and (iv) the duration of the Interest Period applicable to any Offshore Loans included in such notice. If the case Notice of Eurodollar Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period thereforshall be three months. Any provided, however, that with respect to the Borrowing of Offshore Rate Loans to -------- ------- be made on the Closing Date shall initially be ABR Loans. Each borrowing under Amendment Effective Date, the Commitments Notice of Borrowing shall be in an amount equal delivered to the Administrative Agent not later than 2:00 p.m. (xSan Francisco time) in three (3) Business Days before the case Amendment Effective Date. (b) The Administrative Agent will promptly notify each Lender of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Lender's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Administrative Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 10:00 a.m. (San Francisco time, ) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Borrower of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than five (5) different Interest Periods in effect.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent Company's irrevocable notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 11:00 a.m. (Central time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (bii) one (1) Business Day prior to the requested Borrowing Date (or in the case of the initial Credit Extension, at the option of the Agent, on the requested Borrowing Date), in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount of the Borrowing, which shall be for Offshore Rate Loans in an aggregate minimum of $1,000,000 or any multiple of $100,000 in excess thereof and Type for Base Rate Loans in an aggregate minimum of Loans to be borrowed, $500,000 or any multiple of $100,000 in excess thereof; (iiB) the requested Borrowing Date and Date, which shall be a Business Day; (iiiC) in the case Type of Eurodollar Loans comprising the Borrowing; and (D) with respect to Offshore Rate Loans, the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Period thereforfor 1, 2, 3 or 6 months that is to be applicable to such Loans included in such notice. Any Loans If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; PROVIDED, HOWEVER, that with respect to the Borrowing to be made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000Date, such lesser amountBorrowing will consist of Base Rate Loans only. (b) and (y) in the case The Agent will promptly notify each applicable Lender of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon its receipt of any Notice of Borrowing from and, in respect of Borrowings of Revolving Loans, of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Revolving Lender's Pro Rata Revolving Share of that Borrowing. (c) Each Lender will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 1:00 p.m. (Central time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than six different Interest Periods in effect. (e) The Company hereby authorizes the Lenders and the Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an authorized designee. If the written confirmation differs in any material respect from the telephonic notice, the records of the Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio time, (a) 11:00 A.M., Eastern time, three (3) U.S. Government Securities Business Days prior to the requested Borrowing Closing Date, in the case of Eurodollar Loans, or SOFR Loans and (b) one (1) Business Day prior to 11:00 A.M., Eastern time, on the requested Borrowing Closing Date, in the case of ABR Loans), specifying ) requesting that the Lenders make the Loans on the Closing Date. Such notice shall specify (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and Closing Date, (iii) in whether the case borrowing is to be of Eurodollar SOFR Loans, ABR Loans or a combination thereof, (iv) if the respective amounts borrowing is to be entirely or partly of each such Type of Loan and SOFR Loans, the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) Periods therefor and (yv) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereofaccount into which such borrowing is to be deposited. Upon receipt of any Notice of Borrowing such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Not later than 1:00 P.M., Eastern time, on the Closing Date each Lender will shall make the amount of its Borrowing Base Commitment Percentage pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by office of the Administrative Agent crediting specified in Section 9.2 in immediately available funds equal to the account Loan or Loans to be made by such Lender. The Administrative Agent shall send by wire transfer of the Borrower on the books of such office with immediate available funds the aggregate of the amounts made available to the Administrative Agent by the Lenders and to the account designated by the Borrower in like funds as received by such notice to the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Revolving Loans shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Company's irrevocable written notice delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Administrative Agent prior to 12:00 Noon11:00 a.m. (Dallas, Cleveland, Ohio Texas time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or Offshore Rate Loans and (bii) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $1,000,000 2,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Interest Rate Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to such Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months. (b) The Administrative Agent will promptly notify each Lender of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Lender's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Administrative Agent's Payment Office prior to by 12:00 noonnoon (Dallas, Cleveland, Ohio Texas time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than seven (7) different Interest Periods in effect.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower (a) Each Borrowing shall give the Administrative Agent be made upon irrevocable written notice in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 9:00 a.m. (San Francisco time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (bii) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (ix) the amount of the Borrowing, which, in the case of a borrowing of Offshore Rate Loans, shall be in an aggregate minimum principal amount of $1,000,000 and Type any multiple of Loans to $100,000 in excess thereof, and in the case of a borrowing of Base Rate Loans, shall be borrowed, in an aggregate minimum principal amount of $500,000 and any multiple of $50,000 in excess thereof; (iiy) the requested Borrowing Date Date, which shall be a Business Day; (z) whether the Borrowing is to be comprised of Offshore Rate Loans, Base Rate Loans or any combination thereof; and (iiiiv) the duration of the Interest Period applicable to Offshore Rate Loans included in such notice. If the case Notice of Eurodollar Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans shall be one month; provided, however, that with respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Administrative Agent not later than 9:00 a.m. (San Francisco time) one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only; provided, further, that if so requested by the Administrative Agent or the Syndication Agent, all Borrowings during the first 60 days following the Closing Date shall initially have the same Interest Period and shall be ABR LoansBase Rate or Offshore Rate Loans for Interest Periods no longer than one month. (b) Promptly after receipt of a Notice of Borrowing, the Administrative Agent shall notify each Bank of the proposed Borrowing. Each borrowing under Bank shall make available to the Commitments Administrative Agent its Pro Rata Share of the amount (if any) by which the principal amount of the proposed Borrowing exceeds the principal amount of the Loans (if any) being converted or continued on the Borrowing Date, in immediately available funds, by remitting such funds to: Bank of America National Trust and Savings Association, ABA No. 121-000-000, Xxtn: Agency Administrative Services #5596 For credit to: - 16 - Cinemark Investments Credit Agreement 26 BANCONTROL Account No. 12335-16417, Reference: Cinemark Investments, no later than 11:00 a.m. (San Francisco time) on the Borrowing Date. Upon satisfaction of the conditions set forth in Section 4.02, the Administrative Agent shall be make available to the Company in like funds on such Borrowing Date the aggregate of the amounts (if any) so made available by the Banks by causing an amount equal to such aggregate amount (xif any) received by the Administrative Agent to be credited to the account of the Company as specified by the Company in writing. If the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments conditions set forth in Section 4.02 are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Notice of Borrowing from the Borrowernot satisfied, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing available return such funds to the Administrative Agent for Banks making the account same available. (c) Unless the Majority Banks shall otherwise agree, during the existence of an Event of Default, the Borrower at the Funding Office prior Company may not elect to 12:00 noon, Cleveland, Ohio time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then have a Loan be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agentan Offshore Rate Loan.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during Company's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 9:00 a.m. (Seattle time, ) (ai) three (3) four Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) in the case of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent's Payment Office prior to by 12:00 noon, Cleveland, Ohio noon (Seattle time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than twelve different Interest Periods in effect.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business DayIn order to effect a borrowing hereunder, provided that the Borrower shall give notice to the Administrative Agent irrevocable notice in the form of Agent, which may be given by: (A) telephone or (B) a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon1:00 P.M., Cleveland, Ohio New York City time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar LoansLoans (or, in the case of Term A-1 Loans and Revolving Loans on the Amendment No. 2 Effective Date, one Business Day), or (b) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans) (provided that any such Notice of Borrowing of ABR Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 1:00 P.M. New York City time, on the date of the proposed borrowing and, provided, further, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing), specifying (i) the Class of Loan to be borrowed, (ii) the amount and Type of Loans to be borrowed, (iiiii) the requested Borrowing Date and (iiiiv) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Each borrowing (other than a borrowing of Term A-1 Loans made on the Closing Date shall initially be ABR LoansAmendment No. Each borrowing under the Commitments 2 Effective Date) shall be in an aggregate amount equal to (x) in the case of ABR Loans, $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate relevant Available Revolving Commitments are less than $1,000,0005,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.5. Upon receipt of any Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each relevant Lender thereof. Each relevant Lender will make the amount of its Borrowing Base Commitment Percentage pro rata share of each borrowing available to the Administrative Agent (in the case of any Revolving Loan, based on respective Revolving Percentages of the Revolving Lenders) for the account of the Borrower at the Funding Office prior to 12:00 noon10:00 A.M., ClevelandNew York City time (or 2:00 P.M., Ohio timeNew York City time in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5), on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent; provided that, in the event that any Revolving Lender fails to make available to the Administrative Agent any portion of such amount prior to 10:30 A.M. New York City time (or 2:30 P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5) on the relevant -41- Borrowing Date, the Borrower shall be deemed to have provided notice to the Swingline Lender in accordance with Section 2.5 requesting a Swingline Loan in an amount equal to the aggregate amount of any such shortfall, rounded up to the applicable whole multiple of $500,000 (but in no event exceeding, together with all outstanding Swingline Loans, the Swingline Commitment). Such borrowing (including any such Swingline Loan) will then be made available not later than 11:00 A.M., New York City time (or 3:00 P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5), to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the relevant Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Revolving Loans shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Company's irrevocable written notice delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon9:00 a.m. (San Francisco, Cleveland, Ohio California time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (bii) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $1,000,000 2,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Interest Rate Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to such Loans included in such notice. Upon If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months. (b) The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Administrative Agent's Payment Office prior to 12:00 noonby 11:00 a.m. (San Francisco, Cleveland, Ohio California time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than seven (7) different Interest Periods in effect.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Company's irrevocable written notice delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent (i) prior to 12:00 Noon, Cleveland, Ohio 11:00 a.m. (Chicago time, (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or Offshore Rate Loans and (bii) prior to 11:00 a.m. (Chicago time) one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to the Borrowing, which shall be borrowed, in an amount of $5,000,000 or a higher integral multiple of $100,000; (iiB) the requested Borrowing Date and Date, which shall be a Business Day; (iiiC) the Type of Loans comprising the Borrowing (subject to Section 2.16); and (D) in the case of Eurodollar Offshore Rate Loans, the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Period therefor. Any applicable to such Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be included in an amount equal to such notice. (xb) in the case The Administrative Agent will promptly notify each Lender of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon its receipt of any Notice of Borrowing from and of the Borroweramount of such Lender's share of the related Borrowing based upon such Lender's Revolving Percentage, Term A Percentage or Term B Percentage, as applicable. Notwithstanding the Administrative Agent immediately preceding sentence, any Borrowing of New Term B Loans shall promptly notify each be made by the New Term B Lenders in accordance with their respective New Term B Percentages, and any Term B Lender thereof. that is not a New Term B Lender shall have no obligation to make any New Term B Loan. (c) Each Lender will make the amount of its Borrowing Base Commitment Percentage share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 1:00 p.m. (Chicago time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, there may not be more than twelve different Interest Periods in effect.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of a Revolving Loan shall be made upon the Commitments during Company's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 9:00 a.m. (Seattle time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, ; or (bii) one two (12) Business Day Days prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to the Borrowing, which shall be borrowed, in an aggregate amount of Five Million Dollars (ii$5,000,000) or any multiple of One Million Dollars ($1,000,000) in excess thereof; (B) the requested Borrowing Date and Date, which shall be a Business Day; (iiiC) the Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the case Notice of Eurodollar Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. (b) With respect to the respective amounts of each such Type of Loan and the respective lengths Borrowing of the initial Interest Period therefor. Any Term Loans made on the Closing Date Date, the Company shall initially be ABR Loanshave provided irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing not later than 9:00 a.m. (Seattle time) three Business Days prior to the Closing Date. Each borrowing under Unless the Commitments Company shall specify to the contrary in such Notice of Borrowing, the Term Loans shall be in an amount equal to initially made as Offshore Rate Loans. (xc) in the case The Agent will promptly notify each Lender of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Lender's Pro Rata Share of that Borrowing. (d) Each Lender will make the amount of its Borrowing Base Commitment Percentage Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Agent's Payment Office prior to 12:00 noon, Cleveland, Ohio by 11:00 a.m. (Seattle time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (e) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than six different Interest Periods in effect.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Borrower's irrevocable written notice (or by telephone promptly confirmed in writing) delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 Noon, Cleveland, Ohio 11:00 a.m. (Chicago time, ) (ai) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or and (bii) one (1) Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying specifying: (iA) the amount and Type of Loans to such Borrowing, which shall be borrowed, in an aggregate minimum amount of $1,000,000 or any larger integral multiple thereof in excess thereof; (iiB) the requested Borrowing Date and Date, which shall be a Business Day; (iiiC) in the case Type of Eurodollar Loans comprising such Borrowing; and (D) with respect to any Borrowing comprised of Offshore Rate Loans, the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Period thereforapplicable to such Loans included in such notice. Any Loans made on If any Notice of Borrowing fails to specify the Closing Date shall initially be ABR duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans. Each borrowing under the Commitments , such Interest Period shall be in an amount equal to three (x3) in months; provided that no Interest Period shall extend beyond the case Revolver Termination Date. (b) The Administrative Agent will promptly notify each Lender of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon its receipt of any Notice of Borrowing from and of the Borrower, the Administrative Agent shall promptly notify each Lender thereof. amount of such Lender's Percentage of that Borrowing. (c) Each Lender will make the amount of its Borrowing Base Commitment Percentage of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Administrative Agent's Office prior to 12:00 noon, Cleveland, Ohio by 1:00 p.m. (Chicago time, ) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Borrower of like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower Company may borrow under the ----------------------- Commitments during the Commitment Period on any Business Day, provided that the Borrower Company shall give the Administrative Agent irrevocable notice in the form of a Notice of Borrowing accordance with subsection 10.2 (which notice must be received by the Administrative Agent prior to 12:00 Noon10:00 A.M., Cleveland, Ohio New York City time, (a) three (3) Business Days prior to the requested Borrowing Date, in if the case of requested Loans are to be initially Eurodollar Loans, Loans or (b) one (1) Business Day prior to the requested Borrowing Date, in if the case of ABR requested Loans are to be initially Alternate Base Rate Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and Date, (iii) in whether the case borrowing is to be of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts amount of each such Type of Loan Eurodollar Loans and the respective lengths length of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Alternate Base Rate Loans, $1,000,000 5,000,000 or a whole multiple of $100,000 in excess thereof (or, if the aggregate then aggregate Available Commitments are less than $1,000,0005,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Upon receipt of any Notice of Borrowing such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender Bank thereof. Each Lender Bank will make the amount of its Borrowing Base Commitment Percentage pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Office office of the Administrative Agent specified in subsection 10.2 prior to 12:00 noon11:00 A.M., Cleveland, Ohio New York City time, on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the causing there to be wire transferred to such account of the Borrower on Company as the books of such office with Company shall have designated to the Administrative Agent the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent.