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, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.12:30 P.M., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b)3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that (i) Each Borrowing by the Borrower shall give be made upon the Administrative Borrower’s written notice delivered to the Agent irrevocable noticein the form of a notice of borrowing substantially in the form of Exhibit B (“Notice of Borrowing”), which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (aw) 11:00 A.M., 1:00 p.m. (New York City time, two ) three (3) Business Days prior to the requested Borrowing Funding Date, in the case of Eurodollar Term Benchmark Loans, or (bx) 12:00 Noon, 1:00 p.m. (New York City time, on ) one (1) Business Day prior to the requested Borrowing Funding Date, in the case of ABR Base Rate Loans. Each , (y) 1:00 p.m. (New York City time) on the Funding Date, in the case of Swingline Loans, and (z) 1:00 p.m. (New York City time) five (5) Business Days prior to the requested Funding Date, in the case of RFR Loans, in each case specifying: (A) whether such notice Borrowing is to be a Term Benchmark Borrowing, a Base Rate Borrowing or, to the extent then applicable, an RFR Borrowing (and if not specified, it shall specify be deemed a request for a Base Rate Borrowing); (iB) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to Borrowing, which (x) in the case of ABR Loansa Term Benchmark Loan (or to the extent the Adjusted Daily Simple SOFR is then the applicable Benchmark, an RFR Loan), must equal or exceed $5,000,000 or a whole multiple 1,000,000 (and increments of $1,000,000 in excess thereof of such amount) and (y) in the case of Eurodollar Loansa Base Rate Loan, must equal or exceed $10,000,000 or a whole multiple 1,000,000 (and increments of $1,000,000 in excess thereofof such amount); (C) the requested Funding Date, which must be a Business Day; provided that and (iD) in the case of a borrowing under request for Term Benchmark Loans, the Commitments that is duration of the initial Interest Period to be applicable thereto (and if not specified, it shall be deemed a request for an ABR Loan may be in any aggregate amount that is required to finance the reimbursement Interest Period of all or a part of an LC Disbursement as contemplated by Section 3.5 and one month). (ii) any Swingline Lender may request, on behalf At the election of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from Agent or the BorrowerRequired Lenders, the Administrative Agent Borrower shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available have no right to request a Term Benchmark Loan (or to the Administrative Agent for extent the account Adjusted Daily Simple SOFR is then the applicable Benchmark, an RFR Loan) while an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary in this Agreement (including any references to RFR Loans), as of the Borrower at Closing Date, the office only Type of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made Loans that are 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 promptly upon receipt thereof are Base Rate Loans and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19Term Benchmark Loans.

Procedure for Borrowing. The Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be initially Eurodollar Loans, or (b) 12:00 Noon11:00 A.M., New York City time, on the requested Borrowing Date, Date in the case of ABR Loans. Each such notice shall specify a Base Rate Loan other than a Swing Line Loan), specifying (i) the amount to be borrowedborrowed of each Type of Loan, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans (other than Swing Line Loans or Refunded Swing Line Loans), $2,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $2,000,000, such lesser amount), (y) in the case of Swing Line Loans, as provided in subsection 2.1(b)(i) and (z) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 subsection 10.2 prior to 1:00 11:00 A.M., New York City time (in the case of Eurodollar Loans) or 2:30 P.M., New York City timetime (in the case of Base Rate Loans), 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 in accordance with the account of the Borrower on the books of such office Borrower's payment instructions with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted . All notices given by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall Borrower under this subsection 2.2 may be made as provided by telephonic notice promptly confirmed in Section 2.19writing.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower Each Loan shall give the Administrative Agent be made upon irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of Eurodollar LoansLoans (or, with respect to any Eurodollar Loans to be made on the Closing Date, such shorter time period as may be agreed by the Administrative Agent) or (b) 12:00 Noon11:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify ), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly case of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof (or if less, the then remaining unfunded Commitment) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share Applicable Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be initially Eurodollar Loans, or (b) 12:00 Noon11:00 A.M., New York City time, on the requested Borrowing Date, Date in the case of ABR Loans. Each such notice shall specify a Swing Line Loan or a Base Rate Loan), specifying (i) the amount to be borrowedborrowed of each Type of Loan, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans (other than Swing Line Loans), $2,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then Available Commitments are less than $2,000,000, such lesser amount), (y) in the case of Swing Line Loans, as provided in subsection 2.1(b)(i) and (z) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.subsection

Procedure for Borrowing. The Borrower Borrowers may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower Borrower’s Representative shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.12:00 noon, New York City time, two (a) three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans initially are to be Eurodollar Loans, Loans or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in Date if the case of requested Loans are ABR Loans. Each such notice shall specify ), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then Available Commitments, or the amount of outstanding Eurodollar Loans after any repayment of any Eurodollar Loans, are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower’s Representative, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 subsection 11.2 prior to 1:00 P.M.11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower Borrower’s Representative in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Borrowers by the Administrative Agent crediting the account of the Borrower on Borrowers specified in the books of such office borrowing notice with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.4:00 P.M., New York City time, two (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify of a borrowing of ABR Loans to finance payments required by Section 3.5 may be given not later than 11:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. 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), (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (yz) in the case of Eurodollar Competitive Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of under the Commitments that are ABR Loans in other amounts pursuant to Section 2.20(b)2.4. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 12:00 Noon (or, in the case of same-day borrowings of ABR Loans to finance payments required by Section 3.5, 1:00 P.M.), New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent not later than 4:00 P.M. (or in the case of same-day borrowings of ABR Loans to finance payments required by Section 3.5, 1:00 P.M.), New York City time on such Borrowing Date 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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, a Borrowing Certificate (which notice certificate to be effective on the requested Borrowing Date must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.prior to 12:00 noon, New York City time, two three 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) prior to 10:00 A.M., London, England time, four Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be Foreign Currency Loans and (c) prior to 12:00 Noonnoon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify otherwise), specifying (i) the amount to be borrowed, (ii) the currency to be borrowed, (iii) the requested Borrowing Date, (iiiiv) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof (if the borrowing is to be denominated in a Foreign Currency, the borrowing must be comprised entirely of Eurodollar Loans) and (ivv) if the borrowing is to be entirely or partly of Eurodollar Loans, the aggregate amount of such Eurodollar Loans and the amounts of each such Eurodollar Loan and the respective lengths length of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an amount a Dollar Amount equal to (x) in the case of ABR Loans other than a Swing Line Loan, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then Available Commitments are less than $5,000,000, 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 and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrowera Borrowing Certificate, the Administrative Agent shall promptly notify each Lender Bank thereof. Each Lender Bank will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower Company at the applicable office of the Administrative Agent specified in Section subsection 9.2 or such other office specified by the Administrative Agent from time to time prior to 1:00 (a) 2:00 P.M., New York City timetime in the case of ABR Loans and 11:00 A.M., New York City time in the case of Eurodollar Loans denominated in Dollars and (b) the Applicable Time specified by the Administrative Agent in the case of any Foreign Currency Loan, on the Borrowing Date requested by the Borrower Company in Dollars or the applicable Foreign Currency and 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 promptly upon receipt thereof Banks and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two twothree Business Days prior to the requested Borrowing Date, in the case of Eurodollar EurodollarTerm Benchmark Loans, or (b) 12:00 Noon1:00 P.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar EurodollarTerm Benchmark Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar EurodollarTerm Benchmark Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar EurodollarTerm Benchmark Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b)3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 3:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period Loans on any Business Day, ; provided that the Borrower shall give notify the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer telephone of the Borrower and received by Borrowing (the Administrative Agent prior to (a“Borrowing Request”) not later than 11:00 A.M.a.m., New York City time, two time (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or and (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Alternate Base Rate Loans. Each telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by either hand delivery (including overnight courier), facsimile or e-mail electronic transmission to the Administrative Agent of a written Borrowing Request, substantially in the form of Exhibit A attached hereto or such notice other form as may be approved by the Administrative Agent, signed by the Borrower. Each such telephonic and written Borrowing Request shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing Borrowing is to be consist of Eurodollar Loans, ABR Alternate Base Rate Loans, or a combination thereof and (in each case stating the amounts requested), (iv) if in the borrowing is to be entirely or partly case of Eurodollar Loans, the respective lengths length of the initial Interest Periods Period(s) therefor, and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.12. Each borrowing under the Commitments Borrowing shall be in an aggregate principal amount equal not less than the lesser of (i) (A) with respect to (x) in the case of ABR Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof, and (yB) in the case of Eurodollar with respect to Alternate Base Rate Loans, $10,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 , and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b)then unused Commitments. Upon receipt of any such notice from the Borrowernotice, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office in accordance with Section 2.12. The proceeds of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the each such Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing of Revolving 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 in accordance with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.192.12.

Procedure for Borrowing. The Borrower may borrow under the Commitments during on the Commitment Period on any Business DayClosing Date, provided that the Borrower shall give the Administrative Agent irrevocable notice, substantially in the form of Exhibit G, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.12:00 P.M., New York City time, two Business Days prior to in the requested Borrowing Datecase of ABR Loans, on the Closing Date or, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on three Business Days prior to the requested Borrowing Closing Date, in the each case of ABR Loans. Each such notice shall specify specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date (which, for the avoidance of doubt, will be the Closing Date), (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths amount of such Type of Loan and the length of the initial Interest Periods Period therefor. Each The borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Prior to (x) with respect to Eurodollar Loans, 10:00 A.M., New York City time, or (y) with respect to ABR Loans, 2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower, each Lender will make an amount equal to its Commitment Percentage of the principal amount of its pro rata share of each borrowing the Loans requested to be made on such Borrowing Date available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested writing by the Borrower Administrative Agent to the Lenders 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under the Revolving 364 Day Commitments during the Revolving 364 Day Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be initially Eurodollar Loans, or (b) 12:00 Noon11:00 A.M., New York City time, on the requested Borrowing Date, Date in the case of ABR Loans. Each such notice shall specify a Base Rate Loan), specifying (i) the amount to be borrowedborrowed of each Type of Loan, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $5,000,000 2,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if the then Available Commitments are less than $2,000,000, such lesser amount), and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that the Borrower may nevertheless borrow amounts below such minimum amounts in clauses (x) or (y) above solely for the purpose of (i) a borrowing under converting Revolving 364 Day Loans into Term Loans on the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and Revolving 364 Day Termination Date, (ii) repaying Revolving 364 Day Loans owing to any Swingline Lender may request, Nonconsenting Lenders on behalf of the Borrower, borrowings of ABR Loans in other amounts Revolving 364 Day Termination Date and (iii) funding any scheduled amortization payment pursuant to Section 2.20(b)subsection 2.5(b) in respect of any Term Loans then outstanding. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 subsection 10.2 prior to 1:00 11:00 A.M., New York City time (in the case of Eurodollar Loans) or 2:30 P.M., New York City timetime (in the case of Base Rate Loans), 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 in accordance with the account of the Borrower on the books of such office Borrower's payment instructions with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted . All notices given by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall Borrower under this subsection 2.2 may be made as provided by telephonic notice promptly confirmed in Section 2.19writing.

Procedure for Borrowing. The (a) Borrower may borrow under the Commitments (subject to the limitations on the availability of Eurodollar Rate Loans), during the Commitment Period on any Business DayPeriod, provided that the Borrower shall give Agent written (which may be by electronic mail) notice (the Administrative Agent irrevocable notice“Notice of Borrowing”), which notice Notice of Borrowing must be executed by a Responsible Officer received (i) prior to 11:00 a.m., Chicago time, at least three (3) Business Days prior to the requested Borrowing Date for that part of the Borrower and received by the Administrative Agent requested borrowing that is to be Eurodollar Rate Loans, or (ii) prior to 10:00 a.m., Chicago time on or before the requested Borrowing Date for that part of the requested borrowing that is to be ABR Loans which Notice of Borrowing, in the case of ABR Loan(s), shall be irrevocable. Each Notice of Borrowing shall specify (aA) 11:00 A.M.the Borrowing Date (which shall be a Business Day), New York City (B) the amount of the requested borrowing, (C) whether the borrowing is to be of Eurodollar Rate Loans, ABR Loans or a combination thereof and (D) if the borrowing is to be entirely or partly of Eurodollar Rate Loans, the amount of each ABR Loan, if any, and the respective amounts of each such Eurodollar Rate Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing pursuant to the Commitments shall be in the principal amount (1) in the case of ABR Loans, of $1,000,000 or any larger amount which is an even multiple of $100,000, and (2) in the case of Eurodollar Rate Loans, of $10,000,000 or any larger amount which is an even multiple of $1,000,000. (b) After the Borrower gives Notice of Borrowing with respect to Eurodollar Rate Loans, Agent, by 9:00 a.m., Chicago time, two Business Days prior to the requested Borrowing Date, shall advise the Borrower of the applicable interest rate(s) (which is the sum of the applicable Eurodollar Rate(s) and the Applicable Eurodollar Margin) for the Eurodollar Rate Loan(s) and Interest Period(s) requested in the case Notice of Borrowing. Not more than two hours thereafter, the Borrower shall give Agent written irrevocable confirmation of whether or not the Borrower selects Eurodollar Rate Loan(s) on such Borrowing Date and, if so, the amount(s) and Interest Period(s) of such Eurodollar Rate Loan(s). If the Borrower’s written confirmation is timely made, the Borrower shall be deemed to be requesting borrowing(s) of Eurodollar LoansRate Loan(s) in the amount(s) and for the Interest Period(s) stated in the confirmation. If the Borrower’s confirmation is not timely made, or the Borrower shall be deemed to have requested a borrowing entirely as an ABR Loan in the aggregate amount and on the Borrowing Date specified in the Notice of Borrowing. (bc) 12:00 NoonBy noon, New York City Chicago time, (i) with respect to any ABR Loan, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, Date and (ii) with respect to any Eurodollar Rate Loan, two Business Days prior to the requested Borrowing Date, Agent shall give notice by facsimile to each Lender of such request, specifying (iiiA) the Borrowing Date (which shall be a Business Day), (B) the amount of the requested borrowing, (C) whether the borrowing is to be of Eurodollar Rate Loans, ABR Loans, Loans or a combination thereof thereof, and (ivD) if the borrowing is to be entirely or partly of Eurodollar Rate Loans, the amount of each ABR Loan, if any, and the respective amounts of each such Eurodollar Rate Loan, the applicable Eurodollar Rate for each such Eurodollar Rate Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal Subject to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf satisfaction of the Borrowerterms and conditions of this Agreement, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative shall deposit funds with Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, by 2:00 p.m. Chicago time on the Borrowing Date requested by the Borrower in funds wire transfer or other immediately available funds equal to its Ratable Share of the Administrative AgentRevolving Credit Loans to be made on the Borrowing Date. Such borrowing The Loan(s) will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof Lenders, and in like funds as received by Agent. (d) Each Lender may book its Loans and its participations in Facility L/Cs at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Administrative Agent; provided that Loans and the Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender and LC Issuer may, by written notice to the Agent and Borrower in accordance with subsection 11.2 hereof, designate replacement or additional Lending Installations through which Loans will be made by it or Facility L/Cs will be issued by it and for whose account Loan payments or a payment with respect to Facility L/Cs are to be made. (e) Each ABR Loan shall continue as an ABR Loan unless and until such ABR Loan is converted into a Eurodollar Rate Loan pursuant to subsection 3.1 or is repaid in accordance with subsection 2.11. Each Eurodollar Rate Loan shall continue as a Eurodollar Rate Loan until the end of the then applicable Interest Period therefor, at which time such Eurodollar Rate Loan shall be automatically converted into an ABR Loan unless (x) Loans made to finance the reimbursement of an LC Disbursement as provided such Eurodollar Loan is or was repaid in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and accordance with subsection 2.11 or (y) Loans made to finance the reimbursement of such Eurodollar Rate Loan is continued as a Swingline Eurodollar Rate Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19accordance with subsection 3.1.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing (other than an L/C Advance) 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 executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 12:00 noon (ai) 11:00 A.M., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans denominated in Dollars, (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans, or and (biii) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Base Rate Loans. Each such notice shall specify ), specifying: (iA) the amount to of such Borrowing, which shall be borrowedin an aggregate minimum amount of (1) in the case of a Borrowing of Base Rate Loans, $500,000 or any multiple of $100,000 in excess thereof, (ii2) in the case of a Borrowing of Offshore Rate Loans denominated in Dollars, $1,000,000 or any multiple of $500,000, and (3) in the case of Offshore Currency Loans, the Dollar Equivalent of $1,000,000 or any multiple of 500,000 units of the Applicable Currency in excess thereof; (B) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments which shall be in an amount equal to a Business Day; (xC) the Type of Loans comprising such Borrowing and in the case of ABR an Offshore Rate Loan, the Applicable Currency; (D) with respect to Offshore Rate Loans, $5,000,000 or a whole multiple the duration of $1,000,000 the Interest Period applicable to such Loans included in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereofsuch notice; provided that (i) a borrowing under if such Notice of Borrowing fails to specify the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf duration of the BorrowerInterest Period for any Borrowing comprised of Offshore Rate Loans, borrowings of ABR Loans in other amounts such Interest Period shall be one month; and (E) wire instructions pursuant to Section 2.20(b). Upon receipt which the proceeds of any such notice from the Borrower, the Borrowing are to be disbursed. (b) The Administrative Agent shall will promptly notify each Lender thereof. of its receipt of any Notice of Borrowing and of the amount of such Lender’s Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, Agent’s Payment Office on the Borrowing Date requested by the Borrower Company in funds immediately available to Same Day Funds and in the Administrative Agent. Such borrowing will then be made available to Applicable Currency (i) in the Borrower case of a Borrowing comprised of 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 crediting the account of the Borrower on the books of such office with the may specify. The aggregate of the amounts made available to the Administrative Agent by the Lenders will promptly upon receipt thereof and thereafter be made available to the Company pursuant to the wire instructions set forth in the applicable Notice of Borrowing in like funds as received by the Administrative Agent; provided . (d) After giving effect to any Borrowing or any conversion or continuation of Loans pursuant to Section 2.04, unless the Administrative Agent shall otherwise consent, there may not be more than 10 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 that (x) Loans made the Administrative Agent or any Lender in good faith believes to finance be acting on behalf of the reimbursement 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 LC Disbursement as provided authorized designee. If the written confirmation differs in Section 3.5 shall be remitted any material respect from the action taken by the Administrative Agent to and the applicable Issuing Lender and (y) Loans made to finance Lenders, the reimbursement records of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to and the applicable Swingline Lender. Swingline Loans Lenders shall be made as provided in Section 2.19govern absent manifest error.

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 the Administrative Agent irrevocable notice, a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.1:00 P.M., New York City time, two (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify 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), specifying (i) the amount Facility under which such Loan is to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be requested Borrowing Date and (iv) in the case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an aggregate amount equal to (x) in the case of ABR Loans, $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 $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.20(b)2.5. Upon receipt of any such notice 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 pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent; provided that, in the event that any Lender fails to make available to the Administrative Agent any portion of such amount prior to 12:30 P.M. New York City time on the relevant 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 1:00 P.M., New York City time, 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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 noticein the form of a notice of borrowing substantially in the form of Exhibit A-1 (each a “U.S. Notice of Borrowing”) or Exhibit A-3 (a “Term Notice of Borrowing”), as applicable, which notice must be executed by a Responsible Officer of the Borrower and received by the U.S. Administrative Agent prior to (ai) 11:00 A.M., 1:00 p.m. (New York City time, two ) three Business Days prior to the requested Borrowing Datedate of such Borrowing, in the case of Eurodollar LIBOR Loans denominated in Dollars or BA Equivalent Loans, or (bii) 12:00 Noon, 1:00 p.m. (New York City time) at least four Business Days prior to the date of such Borrowing, on in the requested Borrowing Datecase of LIBOR Loans denominated in an Alternative Currency and (iii) 1:00 p.m. (New York City time) at least one Business Day prior to the date of such Borrowing, in the case of ABR Loans. Each , specifying: (A) whether such notice shall specify Borrowing consists of U.S. Revolving Loans or Term Loans; (iB) the amount to be borrowedand currency of the Borrowing, which must equal or exceed the Minimum Borrowing Amount (iiand 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 DateBorrowing, which must be a Business Day; (iiiD) whether the borrowing is U.S. Revolving Loans requested are to be of Eurodollar Loans, ABR Loans, BA Equivalent Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar LIBOR Loans, an ABR Loan (in the respective lengths case of U.S. Revolving Loans denominated in Dollars) or LIBOR Loans with an Interest Period of one month, in the case of U.S. Revolving Loans denominated in an Alternative Currency (other than Cdn. Dollars)); provided that all U.S. Revolving Loans made by each of the initial Interest Periods therefor. Each borrowing under U.S. Revolving Lenders pursuant to the Commitments shall be in an amount equal to same Borrowing shall, unless otherwise specifically provided herein, consist entirely of U.S. Revolving Loans of the same Type; (xE) in the case of ABR a request for BA Equivalent Loans, $5,000,000 or the duration of the initial BA Equivalent Interest Period to be applicable thereto (and if not specified, it shall be deemed a whole multiple request for a BA Equivalent Interest Period of $1,000,000 in excess thereof and one month); and (yF) in the case of Eurodollar a request for LIBOR Loans, $10,000,000 or the duration of the initial Interest Period to be applicable thereto (and if not specified, it shall be deemed a whole multiple request for an Interest Period of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and one month). (ii) any Swingline Lender In lieu of delivering a U.S. Notice of Borrowing, the U.S. Parent Borrower may request, give the U.S. Administrative Agent telephonic notice of such request for advances on behalf or before the deadline set forth above (promptly confirmed by delivery of the Borrower, borrowings a completed U.S. Notice of ABR Loans in other amounts pursuant to Section 2.20(bBorrowing). Upon receipt of any such notice from the Borrower, the The U.S. Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 all times shall be remitted by the Administrative Agent entitled to the applicable Issuing Lender and (y) Loans made to finance the reimbursement rely on such telephonic notice in making such U.S. Revolving Loans, regardless of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19whether any written confirmation is received.

Procedure for Borrowing. The Whenever Borrower may borrow desires an Advance under the Commitments during the Commitment Period on any Business DayCommitment, 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 case of telephonic notice, which notice must shall be executed promptly confirmed in writing. Each Notice of Borrowing shall be in the form of Exhibit “A” attached hereto and shall be received by a Responsible Officer Agent not later than 11:00 a.m. Fort Worth, Texas time, on (i) the Borrowing Date in the case of the Borrower and received by the Administrative Agent prior to Base Rate Loan, or (aii) 11:00 A.M., New York City time, two three Business Days prior to the requested any proposed Borrowing Date, Date in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice Notice of Borrowing shall specify (i) the Borrowing Date (which shall be a Business Day), (ii) the principal amount to be borrowed, (iiiii) the requested Borrowing Date, (iii) whether portion of the borrowing is to be of Advance constituting Base Rate Loans and/or Eurodollar Loans, ABR Loans, or a combination thereof Loans and (iv) if any portion of the borrowing proposed Advance is to be entirely or partly of constitute Eurodollar Loans, the respective lengths of the initial Interest Periods thereforPeriod selected by Borrower pursuant to Section 4 hereof to be applicable thereto. Each borrowing under the Commitments Upon receipt of such Notice, Agent shall be in an amount equal advise each Lender thereof; provided, that if 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 (x3) days’ notice of each Advance prior to funding in the case of ABR Loansa Eurodollar Loan, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of shall provide Agent at its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower office at the office of the Administrative Agent specified in Section 9.2 prior to 700 Xxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxx, not later than 1:00 P.M.p.m., New York City Fort Worth, Texas time, on the Borrowing Date Date, in immediately available funds, its Pro Rata share 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., Fort Worth, Texas time, on the Borrowing Date, Agent shall make available to Borrower at the same office, in like funds, the aggregate amount of such requested Advance. Neither Agent nor any Lender shall incur any liability to 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 behalf of Borrower or for otherwise acting in good faith under this Section 2(b). Upon funding of Advances by Lenders and such funds immediately available to the Administrative Agent. Such borrowing will then be being made available to the Borrower by the Administrative Agent crediting the account of the in accordance with this Agreement, pursuant to any such Notice, Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19have effected Advances hereunder.

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, Agent in the manner provided that in Section 11.02 and in the Borrower shall give the Administrative Agent irrevocable notice, 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 10:00 a.m. (aSan Francisco time) 11:00 A.M., New York City time, two (i) at least three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, ; and (ii) on or (b) 12:00 Noon, New York City time, on before the requested Borrowing Date, in the case of ABR Base Rate Loans. Each such notice shall specify , specifying: (iA) the amount to of the Borrowing, which shall be borrowedin an aggregate minimum amount of (1) $1,000,000, in the case of Base Rate Loans, or (ii2) $1,000,000 or any multiple of $100,000 in excess thereof, in the case of Offshore Rate Loans; (B) the requested Borrowing Date, which shall be a Business Day; (iiiC) whether the borrowing is Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to be such Loans included in such notice. If the Notice of Eurodollar Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial such Interest Periods therefor. Each borrowing under the Commitments Period shall be in an amount equal to one month. (xb) in the case The Agent will promptly notify each Bank of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon its receipt of any Notice of Borrowing and of the amount of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City Agent's Payment Office by 12:00 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 BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof Banks and in like funds as received by the Administrative Agent; provided that . (xd) Loans made After giving effect to finance any Borrowing, unless the reimbursement of an LC Disbursement as provided Agent shall otherwise consent, there may not be more than twelve different Interest Periods in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19effect.

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 noticeAgent, which may be given by: (A) telephone or (B) a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.1:00 P.M., New York City time, two (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (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 shall specify must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing), specifying (i) the amount Class of Loan to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be requested Borrowing Date and (iv) in the case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an aggregate amount equal to (x) in the case of ABR Loans, $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 $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.20(b)2.5. Upon receipt of any such notice 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 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 office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 10:00 A.M., New York City time (or 2:00 P.M., New York City timetime 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 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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 the Administrative Agent irrevocable notice, a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.1:00 P.M., New York City time, two (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify 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), specifying (i) the amount Class of Loan to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be requested Borrowing Date and (iv) in the case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an aggregate amount equal to (x) in the case of ABR Loans, $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 $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.20(b)2.5. Upon receipt of any such notice 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 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 office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 10:00 A.M., New York City time (or 2:00 P.M., New York City timetime 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 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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 the Administrative Agent irrevocable notice, a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.1:00 P.M., New York City time, two (a) three 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) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify 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), specifying (i) the amount Class of Loan to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be requested Borrowing Date and (iv) in the case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under (other than a borrowing of Term A-1 Loans on the Commitments Amendment No. 2 Effective Date) shall be in an aggregate amount equal to (x) in the case of ABR Loans, $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 $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.20(b)2.5. Upon receipt of any such notice 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 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 office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 10:00 A.M., New York City time (or 2:00 P.M., New York City timetime 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 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period Loans on any Business Day, ; provided that the Borrower shall give notify the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer telephone of the Borrower and received by Borrowing (the Administrative Agent prior to (a“Borrowing Request”) 11:00 A.M.not later than 1:00 p.m., New York City time, two time (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or and (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Alternate Base Rate Loans. Each telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such notice telephonic and written Borrowing Request shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing Borrowing is to be consist of Eurodollar Loans, ABR Alternate Base Rate Loans, or a combination thereof (in each case stating the amounts and currency requested), (iv) if in the borrowing is to be entirely or partly case of Eurodollar Loans, the respective lengths length of the initial Interest Periods Period(s) therefor, and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.12. Each borrowing under the Commitments Borrowing shall be in an aggregate principal amount equal to not less than the lesser of (xi) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loansthereof, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the then unused Commitments available to the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrowernotice, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office in accordance with Section 2.12. The proceeds of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the each such Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing of 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 in accordance with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.192.12.

Procedure for Borrowing. The Subject to the applicable terms and ----------------------- conditions contained in Section 6 of this Agreement, the Borrower may borrow --------- under the Commitments during at any time prior to the Commitment Period Termination Date, on any Business Day, provided that the Borrower shall give Day by delivery to the Administrative Agent of an irrevocable notice, which notice substantially in the form of Exhibit I (a "Notice of Borrowing"). A Notice of --------- ------------------- Borrowing must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 10:00 A.M., Dallas, Texas time, (a) 11:00 A.M., New York City time, two three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be initially Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case . A Notice of ABR Loans. Each such notice Borrowing shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each Eurodollar Tranche and the respective lengths of the initial Interest Periods therefor. Each borrowing Borrowings under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if the then available amount of the Commitments is less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each such Lender will make the amount of its pro rata share of each applicable borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified as the Funding Office in Section 9.2 Schedule 1.1A prior to 1:00 P.M.noon, New York City Dallas, 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 account of the Borrower on as so directed by the books Borrower in a Notice of such office Borrowing with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may (a) In order to borrow under the Revolving Credit Commitments during or the Commitment Period on any Business DayTerm Commitments, provided that the Borrower shall must give the Administrative Agent irrevocable noticenotice substantially in the form of Exhibit B (a “Borrowing Request”), which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.a.m., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of a Eurodollar Loans, Borrowing or (b) 12:00 Noon11:00 a.m., New York City time, on the Business Day prior to the requested Borrowing Date, in the case of an ABR LoansBorrowing. Each such notice The Borrowing Request for each Borrowing shall specify (i) whether the requested Borrowing is to be a Revolving Credit Borrowing or a Term Borrowing, (ii) the amount to be borrowed, (iiiii) the requested Borrowing Date (which must be the Closing Date, in the case of a Term Borrowing), (iiiiv) whether the borrowing Borrowing is to be of Eurodollar Loans or ABR Loans, (v) if the 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 lengths length of the initial Interest Periods Period therefor, and (vi) the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. (b) Each borrowing under the Commitments Borrowing shall be in an a minimum aggregate principal amount equal to of (xi) in the case of ABR Loansa Term Borrowing, $5,000,000 5.0 million or a whole an integral multiple of $1,000,000 1.0 million in excess thereof and thereof, or (yii) in the case of Eurodollar Loansa Revolving Credit Borrowing, $10,000,000 1.0 million or a whole an integral multiple of $1,000,000 1.0 million in excess thereof; provided that (i) a borrowing under thereof or, if less, the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). then Available Revolving Credit Commitments. (c) Upon receipt of any such notice from the BorrowerTerm Borrowing Request, the Administrative Agent shall promptly notify each Term Lender thereofof the aggregate amount of the Term Borrowing. Each Term Lender will make the amount of its pro rata share of each borrowing Term Commitment available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 9.01 prior to 1:00 P.M.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 Amounts so received by the Administrative Agent will then promptly 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 Term Lenders and in like funds as received by the Administrative Agent. (d) Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly upon receipt thereof notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender’s pro rata portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its pro rata portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of Borrower at the office of the Administrative Agent specified in Section 9.01 prior to 12:00 noon, New York City time, on the Borrowing Date requested by Borrower in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to Borrower by the Administrative Agent crediting the account of Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent; provided provided, however, that (x) if on the Borrowing Date of any Revolving Loans to be made to Borrower, any Swingline Loans made to finance Borrower or any Revolving LC Disbursements shall be then outstanding, the reimbursement proceeds of an such Revolving Loans shall first be applied to pay in full such Swingline Loans or Revolving LC Disbursement Disbursements, with any remaining proceeds to be made available to Borrower as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender above; and (y) provided, further, that ABR Revolving Loans made to finance the reimbursement of a Swingline Loan Revolving LC Disbursement as provided in Section 2.20(b2.06(e) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19Issuing Bank.

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 noticeAgent, which may be given by: (A) telephone or (B) a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.1:00 P.M., New York City time, two (a) three 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) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (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 shall specify must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing), specifying (i) the amount Class of Loan to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be requested Borrowing Date and (iv) in the case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under (other than a borrowing of Term A-1 Loans on the Commitments Amendment No. 2 Effective Date) shall be in an aggregate amount equal to (x) in the case of ABR Loans, $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 $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.20(b)2.5. Upon receipt of any such notice 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 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 office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 10:00 A.M., New York City time (or 2:00 P.M., New York City timetime 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 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. (a) The Borrower may borrow under Company shall request an advance hereunder by written notice or by telephonic notice confirmed by mail or by facsimile the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, same day (which notice must will be executed by a Responsible Officer of irrevocable), to the Borrower and received by the Administrative Agent prior to 9:00 a.m. (aMilwaukee time): (i) 11:00 A.M., New York City time, two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (bii) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Base Rate Loans. Each such notice request shall specify be substantially in the form of the Notice of Borrowing attached hereto as Exhibit 2.4, and each such request shall be effective upon receipt by the Agent and shall specify: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 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; provided that and (iD) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf duration of the BorrowerInterest 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, borrowings such Interest Period shall be three months. (b) The Agent will promptly notify each Bank of ABR Loans in other amounts pursuant to Section 2.20(b). Upon its receipt of any Notice of Borrowing and of the amount of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Bank’s Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the office of the Administrative Agent specified in Section 9.2 prior to Agent’s Payment Office by 1:00 P.M., New York City p.m. (Milwaukee 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 promptly upon receipt thereof and in Company of like funds as received by the Administrative Agent; provided that . (xd) Loans made After giving effect to finance the reimbursement of an LC Disbursement as provided any Borrowing, there may not be more than ten different Interest Periods in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19effect.

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 noticeAgent, which may be given by: (A) telephone or (B) a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.1:00 P.M., New York City time, (a) three Business Days (or two Business Days in the case of a notice delivered for a Borrowing on the Restatement Effective Date) prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (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 shall specify must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing), specifying (i) the amount Class of Loan to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be requested Borrowing Date and (iv) in the case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an aggregate amount equal to (x) in the case of ABR Loans, $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 $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.20(b)2.5. Upon receipt of any such notice Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each relevant Lender thereof. Each Except as provided in Section 2.1(a), each relevant Lender will make the amount of its 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 office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 10:00 A.M., New York City time (or 2:00 P.M., New York City timetime 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 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. (a) The Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Working Day, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans, or on any Business Day, otherwise, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 10:00 A.M., New York City time, two Business (i) three Working 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 (bii) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify otherwise), specifying (iw) the amount to be borrowed, (iix) the requested Borrowing Date, (iiiy) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Alternate Base Rate Loans or a combination thereof thereof, and (ivz) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of such Type of Revolving Credit Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x1) in the case of ABR Alternate Base Rate Loans, $5,000,000 500,000 or a whole multiple of thereof (or, if the then Available Revolving Credit Commitments are less than $1,000,000 in excess thereof 500,000, such lesser amount) and (y2) in the case of Eurodollar Loans, $10,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 11.2 prior to 1:00 P.M.11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Credit Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; . (b) The Borrower may borrow under the Initial Term Loan Commitments on the Restatement Closing Date, provided that the Borrower shall give the Administrative Agent irrevocable notice (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall which notice must be remitted received by the Administrative Agent prior to 10:00 A.M., New York City time, on the applicable Issuing Lender and Restatement Closing Date), specifying (x) the amount to be borrowed, (y) Loans made that such Initial Term Loan shall be incurred on the Restatement Closing Date and (z) that such borrowing is to finance be of Alternate Base Rate Loans. Upon receipt of any such notice from the reimbursement Borrower, the Administrative Agent shall promptly notify each Initial Term Loan Lender thereof. Each Initial Term Loan Lender will make the amount of a Swingline Loan as provided its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 2.20(b) shall 11.2 prior to 2:00 P.M., New York City time, on the Restatement Closing Date in funds immediately available to the Administrative Agent. Such borrowing will then be remitted 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 Initial Term Loan Lenders and in like funds as received by the Administrative Agent. (c) The Borrower may borrow under the Additional Term Loan Commitments for a particular series of Additional Term Loans on the applicable Swingline Lender. Swingline Loans Additional Term Loan Closing Date, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, on the applicable Additional Term Loan Closing Date), specifying (x) the amount to be borrowed, (y) that such Additional Term Loan shall be made as provided incurred on the Additional Term Loan Closing Date and (z) that such borrowing is to be of Alternate Base Rate Loans. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Additional Term Loan Lender for such series of Additional Term Loans thereof. Each Additional Term Loan Lender for such series of Additional Term Loans will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 2.1911.2 prior to 2:00 P.M., New York City time, on the applicable Additional Term Loan Closing Date 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 Additional Term Loan Lenders for such series of Additional Term Loans and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The (a) Borrower may borrow under the Commitments (subject to the limitations on the availability of Eurodollar Rate Loans), during the Commitment Period on any Business DayPeriod, provided that the Borrower shall give Agent written (which may be by electronic mail) notice (the Administrative Agent irrevocable notice"Notice of Borrowing"), which notice Notice of Borrowing must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent (i) prior to 12:00 noon, at least three (a3) 11:00 A.M., New York City time, two Business Days prior to the requested Borrowing Date, in Date for that part of the case of requested borrowing that is to be Eurodollar Rate Loans, or (bii) 12:00 Noon, New York City timeprior to 11:00 a.m., on or before the requested Borrowing DateDate for that part of the requested borrowing that is to be ABR Loans which Notice of Borrowing, in the case of ABR LoansLoan(s), shall be irrevocable. Each such notice Notice of Borrowing shall specify (iA) the Borrowing Date (which shall be a Business Day), (B) the amount to be borrowedof the requested borrowing, (ii) the requested Borrowing Date, (iiiC) whether the borrowing is to be of Eurodollar Rate Loans, ABR Loans, Loans or a combination thereof and (ivD) if the borrowing is to be entirely or partly of Eurodollar Rate Loans, the amount of each ABR Loan, if any, and the respective amounts of each such Eurodollar Rate Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under pursuant to the Commitments shall be in an the principal amount equal to (x1) in the case of ABR Loans, of $5,000,000 1,000,000 or a whole any larger amount which is an even multiple of $1,000,000 in excess thereof 100,000, and (y2) in the case of Eurodollar Rate Loans, of $10,000,000 or a whole any larger amount which is an even multiple of $1,000,000 1,000,000. (b) After the Borrower gives Notice of Borrowing with respect to Eurodollar Rate Loans, Agent, by 10:00 a.m., two Business Days prior to the requested Borrowing Date, shall advise the Borrower of the applicable interest rate(s) (which is the sum of the applicable Eurodollar Rate(s) and the Applicable Eurodollar Margin) for the Eurodollar Rate Loan(s) and Interest Period(s) requested in excess thereof; provided that the Notice of Borrowing. Not more than two hours thereafter, the Borrower shall give Agent written irrevocable confirmation of whether or not the Borrower selects Eurodollar Rate Loan(s) on such Borrowing Date and, if so, the amount(s) and Interest Period(s) of such Eurodollar Rate Loan(s). If the Borrower's written confirmation is timely made, the Borrower shall be deemed to be requesting borrowing(s) of Eurodollar Rate Loan(s) in the amount(s) and for the Interest Period(s) stated in the confirmation. If the Borrower's confirmation is not timely made, the Borrower shall be deemed to have requested a borrowing entirely as an ABR Loan in the aggregate amount and on the Borrowing Date specified in the Notice of Borrowing (c) By 1:00 p.m., (i) a borrowing under with respect to any ABR Loan, on the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 requested Borrowing Date and (ii) with respect to any Swingline Eurodollar Rate Loan, two Business Days prior to the requested Borrowing Date, Agent shall give notice by facsimile to each Lender may of such request, on behalf of specifying (A) the BorrowerBorrowing Date (which shall be a Business Day), borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make (B) the amount of its pro rata share the requested borrowing, (C) whether the borrowing is to be of Eurodollar Rate Loans, ABR Loans or a combination thereof, and (D) if the borrowing is to be entirely or partly of Eurodollar Rate Loans, the amount of each borrowing available ABR Loan, if any, and the respective amounts of each such Eurodollar Rate Loan, the applicable Eurodollar Rate for each such Eurodollar Rate Loan and the respective lengths of the initial Interest Periods therefor. Subject to satisfaction of the Administrative terms and conditions of this Agreement, each Lender shall deposit funds with Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, by 3:00 p.m. on the Borrowing Date requested by the Borrower in funds wire transfer or other immediately available funds equal to its Ratable Share of the Administrative AgentRevolving Credit Loans to be made on the Borrowing Date. Such borrowing The Loan(s) will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof Lenders, and in like funds as received by Agent. (d) Each Lender may book its Loans and its participations in Facility L/Cs at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Administrative Agent; provided that Loans and the Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender and LC Issuer may, by written notice to the Agent and Borrower in accordance with subsection 11.2 hereof, designate replacement or additional Lending Installations through which Loans will be made by it or Facility L/Cs will be issued by it and for whose account Loan payments or a payment with respect to Facility L/Cs are to be made. (e) Each ABR Loan shall continue as an ABR Loan unless and until such ABR Loan is converted into a Eurodollar Rate Loan pursuant to subsection 3.1 or is repaid in accordance with subsection 2.11. Each Eurodollar Rate Loan shall continue as a Eurodollar Rate Loan until the end of the then applicable Interest Period therefor, at which time such Eurodollar Rate Loan shall be automatically converted into an ABR Loan unless (x) Loans made to finance the reimbursement of an LC Disbursement as provided such Eurodollar Loan is or was repaid in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and accordance with subsection 2.11 or (y) Loans made to finance the reimbursement of such Eurodollar Rate Loan is continued as a Swingline Eurodollar Rate Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19accordance with subsection 3.1.

Procedure for Borrowing. The Any Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower Company (on its behalf or such Subsidiary Borrower, as the case may be) shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 2:00 P.M., London time, (a) 11:00 A.M., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify ), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods 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, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate Available Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the applicable Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 5:00 P.M., New York City London 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 applicable Borrower by the Administrative Agent crediting the account of the such Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Loans shall be made upon the Commitments during Borrower’s irrevocable written notice delivered to the Commitment Period on any Business Day, provided that Agent in the Borrower shall give the Administrative Agent irrevocable notice, 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 1:00 p.m. (a) 11:00 A.M., New York City time, two ) (i) one Business Days Day prior to the requested Borrowing Date, in the case of Eurodollar Loans, or Rate Loans and (bii) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Base Rate Loans. Each , and such notice shall specify specify: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, $10,000,000 or a whole any multiple of $1,000,000 in excess thereof; provided provided, however, that the Borrower may request (ix) up to two Borrowings of Base Rate Loans in a borrowing under the Commitments that is an ABR Loan may be minimum amount of $500,000 in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 fiscal quarter and (iiy) any Swingline Lender may requestBorrowings 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 requested Borrowing Date, on behalf which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) other than in the case of Base Rate Loans, the duration of the BorrowerInterest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, borrowings of ABR Loans in other amounts pursuant such Interest Period shall be one month; provided, however, that with respect to Section 2.20(b). Upon receipt of any such notice from Borrowing to be made on the BorrowerClosing Date, the Administrative Agent Notice of Borrowing shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available be delivered to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to no later than 1:00 P.M., p.m. (New York City time, ) on the Closing Date and such 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 consist of Base Rate Loans only. (b) The Agent crediting the account will promptly notify each Bank of its receipt of any Notice of Borrowing and of the Borrower on the books amount of such office with the aggregate Bank’s Pro Rata Share of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19Borrowing.

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 in the form of Exhibit A hereto (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent (i) prior to noon (a) 11:00 A.M., New York City time) three Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Rate Loans denominated in Dollars, (ii) prior to noon (New York City time) four Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Rate Loans denominated in an Alternative Currency, (iii) prior to noon (New York City time) on the Business Day of the requested Borrowing Date, in the case of Base Rate Loans, and (iv) prior to noon (New York City time) two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loansa Special Euro Base Rate Borrowing (as defined in subsection (e) below), or specifying: (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (iA) the amount to be borrowedand, (ii) the requested Borrowing Date, (iii) whether the 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 Loansan Alternative Currency Loan, the respective lengths currency of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Eurocurrency Rate Loans, and in an aggregate minimum amount of $10,000,000 1,000,000 or a whole any multiple of $1,000,000 100,000 in excess thereofthereof in the case of Base Rate Loans; provided that (iB) the requested Borrowing Date, which shall be a borrowing under Business Day; (C) the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance Type of Loans comprising the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 Borrowing; and (iiD) any Swingline Lender may request, on behalf the duration of the BorrowerInterest 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 Eurocurrency Rate Loans, borrowings such Interest Period shall be three months. If the Borrower fails to specify a currency in a Notice of ABR Borrowing requesting a Borrowing, then the Loans so requested shall be made in other amounts pursuant to Section 2.20(b). Upon Dollars. (b) The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Bank’s Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., Agent’s Payment Office 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 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 promptly upon receipt thereof and in Borrower of like funds as received by the Administrative Agent; provided that . (xd) Loans made After giving effect to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than eight different Interest Periods in effect. (e) The Borrower may request a Special Euro Base Rate Borrowing pursuant to Section 2.03(a)(iv). A “Special Euro Base Rate Borrowing” is a Borrowing of Base Rate Loans in Dollars, the applicable Issuing Lender proceeds of which, net of commissions and fees, are used by Administrative Agent, on terms and conditions agreed upon by Administrative Agent and the Borrower, to purchase Euros for the account of the Borrower for delivery at an account specified by the Borrower in London on the requested Borrowing Date. Each Bank shall make available its Pro Rata Share of any Special Euro Base Rate Borrowing in immediately available funds in Dollars pursuant to subsection (yc) Loans made to finance the reimbursement above. For all purposes of this Agreement, a Swingline Loan as provided in Section 2.20(b) Special Euro Base Rate Borrowing shall be remitted deemed a Borrowing of Base Rate Loans and shall be repaid by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided Borrower in Section 2.19Dollars.

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 an irrevocable notice, Requisition (which notice Requisition must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 12:00 p.m. (a) 11:00 A.M.noon), New York City time, two (a) three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be initially Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify otherwise), specifying, among other things, (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing (other than Borrowings pursuant to Section 2.3(b)) shall be in an amount equal to (x) in the case of ABR Loans, at least $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof (or, if the then Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, at least $10,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice Requisition from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 2:00 P.M., New York City time, on the Borrowing Funding 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 an account of designated by the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent. (b) Notwithstanding anything in the foregoing paragraph 2.3 (a) to the contrary, on each date during the Commitment Period with respect to any Construction Period Property which is one Business Day prior to any Scheduled Interest Payment Date, unless otherwise requested by the Borrower at least three Business Days prior to such Scheduled Interest Payment Date by written notice to the Administrative Agent, the Borrower shall be deemed to have requested a Borrowing pursuant to Section 2.3(a) of ABR Loans in an amount equal to the aggregate amount of Allocated Interest on the Loans due and payable on such date with respect to the Construction Period Properties; except that, to the extent such amount of Allocated Interest would cause any Lender's aggregate Loans to exceed such Lender's Commitment, such amount shall be immediately due and payable as Supplemental Rent and shall not be included in Allocated Interest. The Funding Date with respect to any such borrowing shall be the relevant Scheduled Interest Payment Date (provided, that the making of the Loans pursuant to such borrowing shall be subject to satisfaction of the applicable conditions precedent set forth in Section 4.2) and the proceeds of such borrowing shall be CREDIT AGREEMENT applied to pay such interest. On each such Borrowing Date, the Tranche A/B Property Cost and the Tranche A/B Construction Property Cost of each Construction Period Property shall be increased by an amount equal to the Allocated Interest paid on such date with respect to such Property. (c) A portion of the principal amount of each Loan made by each Lender equal to the Aggregate Tranche A Percentage of the principal amount of such Loan shall be deemed to be a "Tranche A Loan" for the purposes of the Operative Agreements and the remaining portion of the principal amount of such Loan, if any, shall be deemed to be a "Tranche B Loan" for the purposes of the Operative Agreements, provided that (x) Loans made to finance payments in respect of the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided allocated to reduce the aggregate outstanding principal amount of Tranche A Loans and Tranche B Loans of each Lender in the manner specified in Section 2.192.11(a).

Procedure for Borrowing. (a) The Borrower may borrow under the Revolving Credit Commitments during (subject to the Commitment Period on any Business Day, provided that limitations in Section 2.01(a)) or the Borrower shall give Term Commitments by giving the Administrative Agent irrevocable noticenotice substantially in the form of Exhibit B (a “Borrowing Request”), which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.12:00 noon, New York City time, two three Business Days prior to the requested Borrowing Date, in the case of a Eurodollar LoansBorrowing, or (b) 12:00 Noonnoon, New York City time, on the Business Day prior to the requested Borrowing Date, in the case of an ABR LoansBorrowing. Each such notice The Borrowing Request for each Borrowing shall specify (i) whether the requested Borrowing is to be a Revolving Credit Borrowing or a Term Borrowing, (ii) the amount to be borrowed, (iiiii) the requested Borrowing Date (which must be the Effective Date, in the case of a Term Borrowing), (iiiiv) whether the borrowing Borrowing is to be of Eurodollar Loans or ABR Loans, (v) if the 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 lengths length of the initial Interest Periods Period therefor, and (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (b) Each borrowing under the Commitments Borrowing shall be in an a minimum aggregate principal amount equal to of (xi) in the case of ABR Loansa Term Borrowing, $5,000,000 1.0 million or a whole an integral multiple of $1,000,000 500,000 in excess thereof and or (yii) in the case of Eurodollar Loansa Revolving Credit Borrowing, $10,000,000 1.0 million or a whole an integral multiple of $1,000,000 500,000 in excess thereof; provided that (i) a borrowing under thereof or, if less, the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). then Available Revolving Credit Commitments. (c) Upon receipt of any such notice from the BorrowerTerm Borrowing Request, the Administrative Agent shall promptly notify each Term Lender of the aggregate amount of the Term Borrowing and of the amount of such Term Lender’s pro rata portion thereof, which shall be based on their respective Term Commitments. Each Term Lender will make the amount of its pro rata share portion of each borrowing the Term Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 9.2 9.01 prior to 1:00 P.M.10:00 a.m., New York City time, on the Borrowing Effective Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing Amounts so received by the Administrative Agent will then promptly 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 Revolving Lenders and in like funds as received by the Administrative Agent. (d) Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly upon receipt thereof notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender’s pro rata portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its pro rata portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 9.01 prior to 12:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly 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 Revolving Lenders and in like funds as received by the Administrative Agent; provided that (x) if on the Borrowing Date of any Revolving Loans to be made to the Borrower, any Swingline Loans made to the Borrower or LC Disbursements for the account of the Borrower shall be then outstanding, the proceeds of such Revolving Loans shall first be applied to pay in full such Swingline Loans or LC Disbursements, with any remaining proceeds to be made available to the Borrower as provided above; and provided further that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b2.06(e) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19Issuing Bank.

Procedure for Borrowing. (a) The Borrower may borrow under the Revolving Credit Commitments during (subject to the Commitment Period on any Business Day, provided that limitations in Section 2.01(a)) or the Borrower shall give Term B Commitments by giving the Administrative Agent irrevocable noticenotice substantially in the form of Exhibit B (a "Borrowing Request"), which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.a.m., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of a Eurodollar LoansBorrowing, or (b) 12:00 Noon11:00 a.m., New York City time, on the Business Day prior to the requested Borrowing Date, in the case of an ABR LoansBorrowing. Each such notice The Borrowing Request for each Borrowing shall specify (i) whether the requested Borrowing is to be a Revolving Credit Borrowing or a Term B Borrowing, (ii) the amount to be borrowed, (iiiii) the requested Borrowing Date (which must be the Effective Date, in the case of a Term B Borrowing), (iiiiv) whether the borrowing Borrowing is to be of Eurodollar Loans or ABR Loans, (v) if the 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 lengths length of the initial Interest Periods Period therefor, and (vi) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. (b) Each borrowing under the Commitments Borrowing shall be in an a minimum aggregate principal amount equal to of (xi) in the case of ABR Loansa Term B Borrowing, $5,000,000 5.0 million or a whole an integral multiple of $1,000,000 1.0 million in excess thereof and or (yii) in the case of Eurodollar Loansa Revolving Credit Borrowing, $10,000,000 1.0 million or a whole an integral multiple of $1,000,000 1.0 million in excess thereof; provided that (i) a borrowing under thereof or, if less, the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). then Available Revolving Credit Commitments. (c) Upon receipt of any such notice from the BorrowerTerm B Borrowing Request, the Administrative Agent shall promptly notify each Term B Lender of the aggregate amount of the Term B Borrowing and of the amount of such Term B Lender's pro rata portion thereof, which shall be based on their respective Term B Commitments. Each Term B Lender will make the amount of its pro rata share portion of each borrowing the Term B Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 9.2 10.01 prior to 1:00 P.M.10:00 a.m., New York City time, on the Borrowing Effective Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing Amounts so received by the Administrative Agent will then promptly 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 Revolving Lenders and in like funds as received by the Administrative Agent. (d) Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly upon receipt thereof notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender's pro rata portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its pro rata portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 10.01 prior to 12:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly 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 Revolving Lenders and in like funds as received by the Administrative Agent; provided that (x) if on the Borrowing Date of any Revolving Loans to be made to the Borrower, any Swingline Loans made to the Borrower or LC Disbursements for the account of the Borrower shall be then outstanding, the proceeds of such Revolving Loans shall first be applied to pay in full such Swingline Loans or LC Disbursements, with any remaining proceeds to be made available to the Borrower as provided above; and provided, further, that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b2.06(e) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19Issuing Bank.

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, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any the Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The (a) Borrower may borrow under the Commitments Facility during the Commitment Period on any Business DayAdvance Date; provided, provided that the Borrower shall give the Administrative Agent have given Lender irrevocable noticenotice (each, a “Notice of Borrowing”), which notice must (i) shall be executed substantially in the form of Exhibit B, (ii) shall be signed by a Responsible Officer of the Borrower and be received by the Administrative Agent Lender prior to 3:00 p.m. (a) 11:00 A.M., New York City time, two ) three (3) Business Days prior to the requested Borrowing related Advance Date, and (iii) shall specify (A) the dollar amount of the requested Loan Advance, (B) the value of the Portfolio Excess Spread on Borrower’s books and records; (C) the requested Advance Date and (D) the information required to be included in the case of Eurodollar Loans, or Asset Schedule with respect to each such Asset in mutually acceptable electronic form. (b) 12:00 NoonIf Borrower shall deliver to Lender a Notice of Borrowing that satisfies the requirements of Section 2.02(a), New York City timeLender will notify Borrower of its intent to remit the requested Loan Amount one (1) Business Day prior to the requested Advance Date. If all applicable conditions precedent set forth in Article V have been satisfied on or prior to the Advance Date, then subject to the foregoing, on the requested Borrowing Advance Date, in the case of ABR Loans. Each such notice Lender shall specify (i) the amount remit or cause to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make remitted the amount of its pro rata share of each borrowing the requested Loan Advance in U.S. Dollars and in immediately available funds to the Administrative Agent for account specified by Borrower. (c) Upon making each Loan Advance hereunder, the account Asset Schedule shall be automatically updated to include each of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, Assets listed on the Borrowing Date requested by the Borrower in funds immediately available Asset Schedule attached to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account Notice of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19Borrowing.

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, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.prior to 4:00 P.M., New York City time, two (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noonone Business Day prior to 1:00 P.M., New York City time, time on the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify of a borrowing of ABR Loans to finance payments required by Section 3.5 may be given not later than 11:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. 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), (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (yz) in the case of Eurodollar Competitive Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of under the Commitments that are ABR Loans in other amounts pursuant to Section 2.20(b)2.4. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 12:00 Noon3:00 P.M. (or, in the case of same-day borrowings of ABR Loans to finance payments required by Section 3.5, 1:00 P.M.), New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent not later than 4:003:30 P.M. (or in the case of same-day borrowings of ABR Loans to finance payments required by Section 3.5, 1:00 P.M.), New York City time on such Borrowing Date 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period Loans on any Business Day, ; provided that the Borrower shall give notify the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer in writing of the Borrower and received by Borrowing (the Administrative Agent prior to “Borrowing Request”) not later than (a) 11:00 A.M.1:00 p.m., New York City time, two time three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or and (b) 12:00 Noon11:00 a.m., New York City time, time on the requested Borrowing Date, in the case of ABR Alternate Base Rate Loans. The Borrowing Request shall be irrevocable and shall be in a form approved by the Administrative Agent and signed by the Borrower. Each such notice written Borrowing Request shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing Borrowing is to be consist of Eurodollar Loans or Alternate Base Rate Loans (if the Borrower fails to specify the Type of Borrowing, then the applicable Loans shall be made as Alternate Base Rate Loans), ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, the length of the Interest Period(s) therefor (if the Borrower fails to specify the length of the Interest Period, then the applicable Interest Period shall be one (1) month), and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.12. The Borrowing shall be in an aggregate principal amount not less than $10,000,000 or a whole multiple of $1,000,000 5,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrowernotice, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing the Borrowing available to the Administrative Agent for the account of the Borrower at the office in accordance with Section 2.12. The proceeds of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing of 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 in accordance with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.192.12.

Procedure for Borrowing. (a) The Borrower may borrow under the Revolving Credit Commitments during (subject to the Commitment Period on any Business Day, provided that limitations in Section 2.01(a)) or the Borrower shall give Term B Commitments by giving the Administrative Agent irrevocable noticenotice substantially in the form of Exhibit B (a "Borrowing Request"), which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.a.m., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loansa Eurocurrency Borrowing, or (b) 12:00 Noon11:00 a.m., New York City time, on the Business Day prior to the requested Borrowing Date, in the case of an ABR LoansBorrowing. Each such notice The Borrowing Request for each Borrowing shall specify (i) whether the amount requested Borrowing is to be borroweda Revolving Credit Borrowing, a Term B Borrowing or a Foreign Currency Borrowing, (ii) the requested Borrowing Dateamount to be borrowed in the currency of such Borrowing, (iii) the requested Borrowing Date (which must be the Effective Date, in the case of a Term B Borrowing), (iv) whether the borrowing Borrowing is to be of Eurodollar Loans, Eurocurrency Loans or ABR Loans, or a combination thereof and (ivv) if the borrowing Borrowing is to be entirely or partly of Eurodollar Eurocurrency Loans, the respective lengths length of the initial Interest Periods Period therefor, and (vi) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. (b) Each borrowing under the Commitments Borrowing shall be in a minimum aggregate principal amount of (i) $5.0 million, L5.0 million or E5.0 million, as applicable, or an amount equal to integral multiple of $1.0 million, L1.0 million or E1.0 million, as applicable, in excess thereof or (xii) in the case of ABR Loansa Revolving Credit Borrowing, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in if less, the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). then Available Revolving Credit Commitments. (c) Upon receipt of any such notice from the BorrowerTerm B Borrowing Request, the Administrative Agent shall promptly notify each Term B Lender of the aggregate amount of the Term B Borrowing and of the amount of such Term B Lender's pro rata portion thereof, which shall be based on their respective Term B Commitments. Each Term B Lender will make the amount of its pro rata share portion of each borrowing the Term B Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 9.2 10.01 prior to 1:00 P.M.10:00 a.m., New York City time, on the Borrowing Effective Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing Amounts so received by the Administrative Agent will then promptly 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 Term B Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon1:00 P.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b)3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 3:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under the Revolving Credit Commitments, the Overadvance Commitments and the Customer Commitments during the Revolving Credit Commitment Period, the Overadvance Commitment Period or the Customer Commitment Period, as the case may be, on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.prior to 12:00 Noon, New York City time, two three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noonprior to 10:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Base Rate Loans. Each such notice shall specify ), specifying (i) if applicable, the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly case of Eurodollar Loans, the respective lengths length of the initial Interest Periods Period therefor. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a . Each borrowing under the Overadvance Commitments that is an ABR Loan may shall be in any aggregate an amount that is required equal to finance the reimbursement of all $500,000 or a part whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Overadvance Commitments are less than $500,000, such lesser amount). Each borrowing under the Customer Commitments shall be in an LC Disbursement as contemplated amount equal to $250,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Customer Commitments are less than $250,000, such lesser amount) and shall not be in an amount in excess of that permitted by Section 3.5 and (ii) any Swingline Lender may request, on behalf 4.16. No more than two borrowings in respect of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b)Customer Commitments shall be permitted per month. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender, Overadvance Lender or Customer Lender, as the case may be, thereof. Each Revolving Credit Lender, Overadvance Lender and Customer Lender, as the case may be, will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M.12:00 Noon, 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19."

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing (other than a Borrowing of Swing Line Loans, Specified L/C Loans, a L/C Borrowing or a Bidco Loan Notes Credit Support Advance) shall be made upon the Commitments during Company's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that Agent in the Borrower shall give the Administrative Agent irrevocable notice, 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 (ai) 11:00 A.M., New York City 10:00 a.m. (Chicago time, ) two Business Days prior to the requested Borrowing Date, in the case of Eurodollar LoansOffshore Rate Loans denominated in Dollars, or (bii) 12:00 Noon, New York City 10:00 a.m. (Chicago time, on ) four Business Days prior to the requested Borrowing Date, in the case of ABR Offshore Rate Loans in an Offshore Currency and (iii) 12:00 noon (Chicago time) on the date of the requested Borrowing, in the case of Base Rate Loans. Each such notice shall specify , specifying: (i) the amount to of the Borrowing, which shall be borrowedin an aggregate minimum amount of $500,000, or any multiple of $250,000 in excess thereof, in the case of Base Rate Loans, and $1,000,000, or any multiple of $500,000 in excess thereof, in the case of Offshore Rate Loans; (ii) the requested Borrowing Date, which shall be a Business Day; (iii) whether such Loan shall be a Revolving Loan, a Term Loan A or a Term Loan B; (iv) the borrowing Type of Loans comprising the Borrowing; (v) if a Revolving Loan comprised of Offshore Currency Loans, the Applicable Currency; (vi) if the Loan then requested is to be an Offshore Rate Loan, the duration of Eurodollar the Interest Period applicable to such Loans included in such notice, provided, however, that in the event the Notice of Borrowing -------- ------- fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, ABR such Interest Period shall be three months; and (vii) if such Loans are Special Funding Loans, whether such Special Funding Loans will be utilized by the Company on the Initial Funding Date, a Squeeze-Out Related Purchase Date or a combination thereof and (iv) if the borrowing is Squeeze-Out Date, as applicable; provided, however, that with respect to the Borrowing to be entirely or partly of Eurodollar Loansmade on the initial -------- ------- Special Funding Date, the respective lengths Notice of Borrowing shall be delivered to the Agent not later than 10:00 a.m. (Chicago time) on the initial Special Funding Date and such Borrowing will consist of Base Rate Loans only; and provided further, all -------- ------- Borrowings during the first 90 days following the initial Special Funding Date (or such shorter period as determined by the Agent) shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to no longer than one month. (xb) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the BorrowerNotice of Borrowing, 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 of Revolving Loans comprised of Offshore Currency Loans, such notice will provide the amount of each Lender's ProRata Revolving Share of the Borrowing, and the 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 Revolving Share of the Borrowing. The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.15(a). --------------- (c) Each Lender will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, Agent's Payment Office on the Borrowing Date requested by the Borrower Company in funds immediately available to Same Day Funds and in the Administrative Agentrequested 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 Agent 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that . (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent at any time prior to the applicable Issuing Lender 120th day following the Squeeze-Out Date, fifteen (15) and (y) Loans made thereafter, seven (7) different Interest Periods in effect with respect to finance the reimbursement Offshore Rate Loans. (e) The obligation of each Lender to make any Loan on a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent Special Funding Date is subject to the applicable Swingline Lender. Swingline following conditions precedent: The Company may request a Borrowing of Special Funding Loans on any Special Funding Date in the event that (i) the Announcement Date shall be made as provided have occurred; (ii) each Lender has executed and delivered the Special Funding Procedure Letter to the Agent; (iii) the Company has established the Special Funding Account, and shall have granted to the Agent, for the benefit of itself and the Lenders, a first priority security interest in Section 2.19the Special Funding Account and any and all funds from time to time on deposit therein, and the Agent shall have received evidence that all actions necessary or, in the opinion of Agent, desirable to perfect and protect a first priority Lien in the Special Funding Account and on all funds on deposit therein have been taken; and (iv) there shall not exist on any Special Funding Date a judgment, order, injunction or other restraint issued or filed with respect to (w) any Offer Document or the consummation of the Offer, (x) the Special Funding Account or any funds on deposit therein, (y) the making of Special Funding Loans or (z) this Agreement or any other Loan Document.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the (i) Each Borrowing by a U.S. Borrower shall give be made upon such U.S. Borrower's irrevocable written notice delivered to the Administrative Agent irrevocable noticein the form of a notice of borrowing ("U.S. Notice of Borrowing") in the form of Exhibit D-1 attached hereto and made a part hereof, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (ai) 11:00 A.M., 12:00 noon (New York City time, two ) three (3) Business Days prior to the requested Borrowing Funding Date, in the case of Eurodollar Loans, or LIBOR Revolving Loans and (bii) 12:00 Noon, 11:00 a.m. (New York City time, ) on the requested Borrowing Funding Date, in the case of ABR U.S. Base Rate Revolving Loans. Each such notice shall specify , specifying: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) Borrowing, which in the case of ABR Loans, a LIBOR Revolving Loan must equal or exceed $5,000,000 or a whole multiple (and increments of $1,000,000 in excess thereof of such amount); (B) the requested Funding Date, which must be a Business Day; (C) whether the U.S. Revolving Loans requested are to be U.S. Base Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a U.S. Base Rate Revolving Loan); and (yD) in the case duration of Eurodollar Loansthe LIBOR Interest Period for LIBOR Revolving Loans (and if not specified, $10,000,000 or it shall be deemed a whole multiple request for a LIBOR Interest Period of $1,000,000 in excess thereofone month); provided provided, however, that (i) a borrowing under with respect to the Commitments that is an ABR Loan may Borrowing of U.S. Revolving Loans to be in any aggregate amount that is required to finance made on the reimbursement Closing Date, such Borrowing will consist of all or a part of an LC Disbursement as contemplated by Section 3.5 and U.S. Base Rate Revolving Loans only. (ii) After giving effect to any Swingline Lender Borrowing, there may requestnot be more than ten (10) different LIBOR Interest Periods in effect (including those related to Canadian Revolving Loans). (iii) In lieu of delivering a U.S. Notice of Borrowing, on behalf a U.S. Borrower may give the Agent telephonic or electronic notice of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available request for advances to the Administrative Agent U.S. Designated Account for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the such U.S. Borrower on or before the books of such office with the aggregate of the amounts made available to the Administrative deadline set forth above. The Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 at all times shall be remitted by the Administrative Agent entitled to the applicable Issuing Lender and (y) Loans made to finance the reimbursement rely on such telephonic or electronic notice in making such U.S. Revolving Loans, regardless of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19whether any written confirmation is received.

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, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Term Benchmark Loans, or (b) 12:00 Noon1:00 P.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Term Benchmark Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be 509265-1292-17123-Active.40387902.9 ​ entirely or partly of Eurodollar Term Benchmark Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Term Benchmark Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b)3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 3:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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, a Borrowing Certificate (which notice certificate to be effective on the requested Borrowing Date must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.prior to noon, New York City time, three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans, (b) prior to noon, New York City time, two Business Days prior to the requested Borrowing Date, in if all or any part of the case of Eurodollar requested Revolving Credit Loans are to be initially C/D Rate Loans, or (bc) 12:00 Noonprior to noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, C/D Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans or C/D Rate Loans, the respective amounts of each such Type of Revolving Credit Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans other than a Swing Line Loan, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then Available Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans or C/D Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrowera Borrowing Certificate, the Administrative Agent shall promptly notify each Lender Bank thereof. Each Lender Bank will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower Company at the office of the Administrative Agent specified in Section subsection 9.2 prior to 1:00 2:00 P.M., New York City timetime in the case of ABR Loans and 11:00 A.M., New York City time in the case of Eurodollar Loans and C/D Rate 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 promptly upon receipt thereof Banks and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Revolving Loans (other than a Borrowing of Revolving Loans pursuant to Section 2.01(a)(A), Section 2.01(b)(iv) or Section ------------------ ------------------- ------- 3.03 (b) or Tranche B Term 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 accordance with Section ------- 12.02 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 (i) prior to 10:00 a.m. (a) 11:00 A.M., New York City time, two ) not less than three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or Loans and (bii) 12:00 Noon, prior to 11:00 a.m. (New York City time, ) on the requested Borrowing Date, in the case of ABR Base Rate Loans. Each , specifying: (A) whether such notice shall specify Borrowing is a Revolving Borrowing, a Tranche B Term Borrowing or both; (iB) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum principal amount equal to of (x) in the case of ABR Base Rate Loans, $5,000,000 100,000 or a whole any multiple of $1,000,000 100,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 500,000 or a whole any multiple of $1,000,000 100,000 in excess thereof; (C) the requested Borrowing Date, which shall be a Business Day; (D) whether the Borrowing is to be comprised of Eurodollar Loans or Base Rate Loans; provided that and (iE) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf duration of the BorrowerInterest Period, borrowings if any, applicable to such Loans included in such notice. If the Notice of ABR Loans in other amounts pursuant Borrowing shall fail to Section 2.20(b)specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Loans, such Interest Period shall be one month. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available Notwithstanding anything to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified contrary contained in Section 9.2 prior to 1:00 P.M.this Agreement, New York City time, Tranche B Term Loans incurred on the Borrowing Restatement Effective 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted incurred as Eurodollar Loans based on a seven day LIBOR rate quoted by the Administrative Agent to the applicable Issuing Lender Borrower and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by Lenders on the Administrative Agent to the applicable Swingline Lender. Swingline Restatement Effective Date and such Loans shall be made maintained as provided in Section 2.19such for no more than seven days following the Initial Borrowing Date.

Procedure for Borrowing. The (a) Subject to the terms and conditions hereof, the Borrower may borrow under the Commitments during the Commitment Period on any Business DayDay that an Advance may be requested pursuant to the terms of Section 5.2 of the Participation Agreement, provided provided, that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.12:00 Noon, New York City Charlotte, North Carolina time, two at least three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify Date specifying (i) the amount to be borrowedborrowed (which on any date shall not be in excess of the then Available Commitments), (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and thereof, (iv) if the borrowing is to be entirely or partly a combination of Eurodollar Loans and ABR Loans, the respective lengths amounts of each Type of Loan and (v) the Interest Period applicable to each Eurodollar Loan. Pursuant to the terms of the initial Interest Periods therefor. Each borrowing under Participation Agreement, the Commitments Borrower shall be in an amount equal deemed to (x) in have delivered such notice upon the case delivery of ABR Loans, $5,000,000 a notice by the applicable Construction Agent or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is applicable Lessee containing such required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b)information. Upon receipt of any such notice from the Borrower (or the Construction Agent on behalf of the Borrower), the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M.12:00 Noon, New York City Charlotte, North Carolina 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 an account designated, subject to Section 9.1 of the account of Participation Agreement, by the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance . No amount of any Loan which is repaid or prepaid by the reimbursement of an LC Disbursement Borrower may be reborrowed hereunder, except as provided set forth in Section 3.5 5.2(d) of the Participation Agreement. (b) Interest accruing on each Loan during the Construction Period with respect to any Property shall, subject to the limitations set forth in Section 5.1(b) of the Participation Agreement be added to the principal amount of such Loan on the relevant Scheduled Interest Payment Date. On each such Scheduled Interest Payment Date, the Loan Property Cost shall be remitted increased by the Administrative Agent amount of interest added to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19Loans.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the (i) Each Borrowing by a Borrower shall give be made upon the Administrative Borrower’s irrevocable written notice delivered to the Agent irrevocable noticein the form of a notice of borrowing (“Notice of Borrowing”) in the form of Exhibit D attached hereto and made a part hereof, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (ai) 11:00 A.M.a.m. (Toronto time) on the requested Funding Date, New York City in the case of a Prime Rate Revolving Loan or a Base Rate Revolving Loan that is to be made in accordance with the terms of Section 1.4(h), but, in each case, subject to the terms of Section 1.4(f); provided that if Royal Bank declines in its sole discretion to make any such Swingline Loan pursuant to Section 1.4(h), a new Notice of Borrowing shall be delivered with the requested Funding Date adjusted to the next Business day and the minimum increments adjusted in accordance with the requirements set forth in Section 1.4(b)(i)(A) below, (ii) 1:00 p.m. (Toronto time, two ) three (3) Business Days prior to the requested Borrowing Funding Date (or such shorter notice time of which the Agent has notified the Borrower), in the case of BA EquivalentCORRA Revolving Loans, (iii) 1:00 p.m. (Toronto time) one (1) Business Day prior to the requested Funding Date, in the case of Eurodollar Prime Rate Revolving Loans, or (biv) 12:00 Noon, New York City 1:00 p.m. (Toronto time, on ) three (3) Business Days prior to the requested Borrowing Funding Date (or such shorter notice time of which the Agent has notified the Borrower), in the case of SOFR Revolving Loans and (v) 1:00 p.m. (Toronto time) one (1) Business Day prior to the requested Funding Date, in the case of ABR Base Rate Revolving Loans. Each such notice shall specify , specifying: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to Borrowing, which (xi) in the case of ABR Loans, $5,000,000 a Prime Rate Revolving Loan must equal or a whole multiple exceed CDN$500,000 and increments of $1,000,000 CDN$100,000 in excess thereof of such amount (other than to the extent comprising Swingline Loans which must equal or exceed CDN$100,000 and increments of CDN$50,000 in excess of such amount), (yii) in the case of Eurodollar a Base Rate Revolving Loan must equal or exceed U.S.$500,000 and increments of U.S.$100,000 in excess of such amount (other than to the extent comprising Swingline Loans which must equal or exceed U.S.$100,000 and increments of U.S.$50,000 in excess of such amount), (iii) in the case of a BA EquivalentCORRA Revolving Loan must equal or exceed CDN$1,000,000 and increments of CDN$500,000 in excess of such amount, and (vi) in the case of a SOFR Revolving Loan must equal or exceed U.S.$1,000,000 (and increments of U.S.$500,000 in excess of such amount); (B) the requested Funding Date, which must be a Business Day and may not be the Business Day immediately prior to the Stated Termination Date; (C) whether the Revolving Loans requested are to be Prime Rate Revolving Loans, $10,000,000 BA EquivalentCORRA Revolving Loans, SOFR Revolving Loans or Base Rate Revolving Loans (and if not specified, it shall be deemed a whole multiple of $1,000,000 request for a Prime Rate Revolving Loan (if the currency is not specified or is specified in excess thereofCDN$) or Base Rate Revolving Loans (if the currency specified is U.S.$)); provided that and (i) the duration of the BA EquivalentCORRA Interest Period for BA EquivalentCORRA Revolving Loans (and if not specified, it shall be deemed a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement request for a BA EquivalentCORRA Interest Period of all or a part of an LC Disbursement as contemplated by Section 3.5 one month) and (ii) any Swingline Lender may request, on behalf the duration of the BorrowerSOFR Interest Period for SOFR Revolving Loans (and if not specified, borrowings it shall be deemed a request for a SOFR Interest Period of ABR Loans one month); (ii) After giving effect to any Borrowing, there may not be more than ten (10) different BA Equivalent Interest Periods in other amounts pursuant effect. (iii) After giving effect to Section 2.20(bany Borrowing, there may not be more than ten (10) different interest periods in effect (CXXXX Interest Periods together with any SOFR Interest Periods in effect). Upon receipt of any such . (iv) A Borrower may give the Agent electronic notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent request for advances to the applicable Issuing Lender and (y) Loans made Designated Account on or before the deadline set forth above, such notice shall be confirmed in writing on the same day by delivery to finance the reimbursement Agent of a Swingline Loan as provided in Section 2.20(b) Notice of Borrowing confirming same. The Agent at all times shall be remitted by the Administrative Agent entitled to the applicable Swingline Lender. Swingline Loans rely on electronic notice in making such Revolving Loans, regardless of whether any written confirmation is received. (v) A Borrower shall be made as provided in Section 2.19have no right to request a BA EquivalentCORRA Revolving Loan or a SOFR Revolving Loan while an Event of Default has occurred and is continuing.

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, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.prior to 4:00 P.M., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noonprior to 1:00 P.M., New York City time, time on the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify of a borrowing of ABR Loans to finance payments required by Section 3.5 may be given not later than 11:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. 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), (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (yz) in the case of Eurodollar Competitive Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 3:00 P.M. (or, in the case of same-day borrowings of ABR Loans to finance payments required by Section 3.5, 1:00 P.M.), New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent not later than 3:30 P.M. (or in the case of same-day borrowings of ABR Loans to finance payments required by Section 3.5, 1:00 P.M.), New York City time on such Borrowing Date 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under (i) Each Borrowing by U.S. Borrowers shall be made upon Loan Party Representative’s irrevocable written notice delivered to the Commitments during Agent in the Commitment Period on any Business Day, provided that form of a notice of borrowing (“U.S. Notice of Borrowing”) in the Borrower shall give the Administrative Agent irrevocable noticeform of Exhibit D-2 attached hereto and made a part hereof, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (ai) 11:00 A.M., New York City 2:00 p.m. (Toronto time, two ) three (3) Business Days prior to the requested Borrowing Funding Date (or such shorter notice time of which the Agent has notified the Loan Party Representative), in the case of LIBOR Revolving Loans and (ii) 1:00 p.m. (Toronto time) one (1) Business Day prior to the requested Funding Date, in the case of Eurodollar U.S. Prime Rate Revolving Loans, or specifying: (bA) 12:00 Noonthe amount of the Borrowing, New York City time, on the requested Borrowing Date, which in the case of ABR Loans. Each either a LIBOR Revolving Loan or a U.S. Prime Rate Revolving Loan, each must equal or exceed U.S.$1,000,000 (and increments of U.S.$100,000 in excess of such amount); (B) the requested Funding Date, which must be a Business Day; (C) whether the U.S. Revolving Loans requested are to be U.S. Prime Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a U.S. Prime Rate Revolving Loan); and (D) the duration of the LIBOR Interest Period for LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a LIBOR Interest Period of one month); (ii) After giving effect to any Borrowing, any continuation, or any conversion, and subject to Section 1.2(b)(iii), there may not be more than five (5) different LIBOR Interest Periods in effect for LIBOR Revolving Loans to the U.S. Borrowers. (iii) Loan Party Representative may give the Agent telephonic or electronic notice of such request for advances to the U.S. Designated Account for U.S. Borrowers on or before the deadline set forth above, such notice shall specify (i) be confirmed in writing on the amount same day, by delivery to Agent of a U.S. Notice of Borrowing confirming the same. The Agent at all times shall be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is entitled to be of Eurodollar rely on such telephonic or electronic notice in making such U.S. Revolving Loans, ABR Loans, or a combination thereof and regardless of whether any written confirmation is received. (iv) if Without the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths consent of the initial Interest Periods therefor. Each borrowing under Required Lenders, no U.S. Borrower shall have the Commitments shall be in an amount equal right to (x) in the case request a LIBOR Revolving Loan while a Default or Event of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof Default has occurred and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19continuing.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period Loans on any Business Day, ; provided that the Borrower shall give notify the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer telephone of the Borrower and received by Borrowing (the Administrative Agent prior to (a“Borrowing Request”) 11:00 A.M.not later than 1:00 p.m., New York City time, two time (a) three (3) U.S. Government Securities Business Days prior to the requested Borrowing Date, in the case of Eurodollar EurodollarSOFR Loans, or and (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Alternate Base Rate Loans. Each telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such notice telephonic and written Borrowing Request shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing Borrowing is to be consist of Eurodollar EurodollarSOFR Loans, ABR Alternate Base Rate Loans, or a combination thereof (in each case stating the amounts and currency requested), (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR EurodollarSOFR Loans, $5,000,000 or a whole multiple the length of $1,000,000 in excess thereof the Interest Period(s) therefor, and (yv) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.12. Each Borrowing shall be in an aggregate principal amount not less than the case lesser of Eurodollar Loans, (i) $10,000,000 or a whole multiple of $1,000,000 5,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 , and (ii) any Swingline Lender may request, on behalf of the then unused Commitments available to the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrowernotice, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office in accordance with Section 2.12. The proceeds of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the each such Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing of Revolving 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 in accordance with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.192.12.

Procedure for Borrowing. (a) The Loans may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Agent in accordance with subsections 2.2(b) and 2.7, provided that no Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Termination Date. (b) The Borrower may borrow under the Commitments during the Commitment Period on any Working Day, if all or any part of such Loans are to be initially Eurodollar Loans, or on a Business Day, if all of such Loans are to be initially Base Rate Loans, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 10:00 A.M., Los Angeles time, (a) 11:00 A.M., New York City time, two three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be initially Eurodollar Loans, Loans or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Base Rate Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if the then aggregate Available Commitments are less than $100,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section subsection 9.2 prior to 1:00 P.M.11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.prior to 1:00 P.M., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Term Benchmark Loans, or (b) 12:00 Noonprior to 1:00 P.M., New York City time, time on the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify of a borrowing of ABR Loans to finance payments required by Section 3.5 may be given not later than 11:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Term Benchmark Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. 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), (y) in the case of Term Benchmark Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (yz) in the case of Eurodollar Competitive Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 3:00 P.M. (or, in the case of same-day borrowings of ABR Loans to finance payments required by Section 3.5, 1:00 P.M.), New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent not later than 3:30 P.M. (or in the case of same-day borrowings of ABR Loans to finance payments required by Section 3.5, 1:00 P.M.), New York City time on such Borrowing Date 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under (i) Each Borrowing (other than a Borrowing of a Base Rate Refunding Loan) shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, which written notice must be executed by a Responsible Officer delivered to the Agent in substantially the form of the Borrower and Exhibit C hereto (“Notice of Borrowing”), which must be received by the Administrative Agent prior to (ai) 11:00 A.M., New York City time, two 12:00 noon (Eastern Time) three Business Days prior to the requested Borrowing Funding Date, in the case of Eurodollar Loans, or LIBOR Rate Loans and (bii) 12:00 Noon, New York City time, 11:00 a.m. (Eastern Time) on the requested Funding Date (or 3:00 p.m. (Eastern Time) on the requested Funding Date in the case of a Borrowing Datesubject to Section 1.2(h)), in the case of ABR Base Rate Loans. Each such notice shall specify , specifying: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) Borrowing, which in the case of ABR Loans, a LIBOR Rate Loan must equal or exceed $5,000,000 or a whole multiple (and be in an increment of $1,000,000 in excess thereof of such amount); (B) the requested Funding Date, which must be a Business Day; (C) whether the Revolving Loans requested are to be Base Rate Loans or LIBOR Rate Loans (and if not specified, it shall be deemed a request for a Base Rate Loan); and (yD) in the case duration of Eurodollar Loansthe Interest Period for LIBOR Rate Loans (and if not specified, $10,000,000 or it shall be deemed a whole multiple request for an Interest Period of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and one month). (ii) any Swingline Lender may requestIn lieu of delivering a Notice of Borrowing, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office a Responsible Officer of the Administrative Borrower may give the Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available telephonic notice of such request for advances to the Administrative AgentDesignated Account on or before the deadline set forth above. Such borrowing will then The Agent at all times shall be made available entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received. (iii) The Borrowers shall not have the Borrower by right to request, renew or continue (after the Administrative Agent crediting the account expiry of the Borrower on the books current Interest Period therefor) a LIBOR Rate Loan, or to convert any Base Rate Loans to a LIBOR Rate Loan, in each case while an Event of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19Default exists.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that that, except in the case of a deemed request for an ABR Loan on the Reimbursement Date of a Reimbursement Obligation as contemplated by Section 3.5, the Borrower shall give the Administrative Agent irrevocable notice, which written notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent (or telephonic notice promptly confirmed in writing) prior to (a) 11:00 A.M.1:00 P.M., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Datedate of the proposed borrowing, in the case of ABR Loans. Each such notice shall specify ), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly case of Eurodollar Loans, the respective lengths of the initial Interest Periods Period(s) therefor. Each If no election as to the Type of a Loan is specified in any such notice, then the requested borrowing shall be an ABR Loan. If no Interest Period with respect to a Eurodollar Loan is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Except as otherwise contemplated by Section 3.5, each borrowing under the Commitments shall be in an amount equal to $50,000,000 (xor, if the then aggregate Available Commitments are less than $50,000,000, such lesser amount) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice (or, as provided in Section 3.5, deemed notice) from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M. (or, in the case of an ABR Loan requested on the proposed Borrowing Date, 3:00 P.M.), New York City time, on the Borrowing Date requested (or deemed requested) by the Borrower in funds immediately available to the Administrative Agent. Such Subject to Section 3.5 (where the proceeds of such borrowing shall be applied to repay the related Reimbursement Obligation), 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 or such other account as the Borrower may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon11:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and thereof, (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefortherefor and (v) the account into which such borrowing is to be deposited. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 3:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting by depositing to the account of specified by the Borrower on the books of in such office with notice the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. (a) The Loans may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Agent in accordance with subsections 2.2(b) and 2.7, provided that no Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Termination Date. (b) The Borrower may borrow under the Commitments during the Commitment Period on any Working Day, if all or any part of such Loans are to be initially Eurodollar Loans, or on a Business Day, if all of such Loans are to be initially Base Rate 30 Loans, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 10:00 A.M., Los Angeles time, (a) 11:00 A.M., New York City time, two three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be initially Eurodollar Loans, Loans or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Base Rate Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if the then aggregate Available Commitments are less than $100,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section subsection 9.2 prior to 1:00 P.M.11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period Loans on any Business Day, ; provided that the Borrower shall give notify the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) telephone not later than 11:00 A.M.a.m., New York City time, two time (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or and (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Alternate Base Rate Loans. Each telephonic borrowing notice shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a Borrowing Notice in substantially in the form of Exhibit H (the “Borrowing Notice”). Each such notice telephonic and written Borrowing Notice shall specify (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods thereforPeriod therefor and (iv) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.11. No Loans may be made on the Closing Date. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Alternate Base Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate Available Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrowernotice, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing Loan available to the Administrative Agent for the account of the Borrower at the office in accordance with Section 2.11. The proceeds of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing such Loans will then be made available to the Borrower by the Administrative Agent crediting in accordance with Section 2.11. If after giving effect to any Loan, the account aggregate Money Borrowed Obligations would exceed the threshold of Consolidated Net Tangible Assets as set forth in the most restrictive Borrower Indenture denoting the maximum amount of Indebtedness that may be secured from time to time without giving rise under such Borrower Indenture to secure any obligation under such Borrower Indenture on an equal and ratable basis (the “Equal and Ratable Limit”) determined as of the Borrower on fiscal quarter ended not earlier than 150 days prior to the books requested Borrowing Date for such Loan, the portion of such office with the aggregate of the amounts made available Loan equal to the Administrative Agent amount by which the Lenders promptly upon receipt thereof Money Borrowed Obligations exceeds the Equal and in like funds as received Ratable Limit shall not be deemed to be secured by the Administrative Agent; provided that Principal Property Collateral (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of such Loan, a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19“Non-Principal Property Secured 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, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The (a) 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, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative notify Agent prior to 12:00 noon (a) 11:00 A.M., New York City time) on a Business Day of Borrower’s request to incur, two on that day, a Revolving Advance hereunder. Any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent, Lenders, Term Lender and/or any Issuer, or with respect to any other Obligation, which shall become due, shall be deemed a request for an Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement, or any Other Documents with Agent, Lenders, Term Lender and/or any Issuer and such request shall be irrevocable. (b) Notwithstanding the provisions of (a) above, in the event Borrower desires to obtain a Eurodollar Rate Loan, Borrower shall give Agent at least three (3) Business Days’ prior written notice (or such shorter period as Agent, in its sole discretion, is willing to accommodate), specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be in a minimum amount of $1,000,000 and in integral multiples of $250,000 in excess thereof, and (iii) the duration of the first Interest Period therefor. Borrower may also elect, subject to the same criteria set forth in the preceding sentence, to designate portions of the Term Loan as Eurodollar Rate Loans, from time to time. Interest Periods for Eurodollar Rate Loans shall be for one, two, three, four, five, six, nine or twelve months. No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default. After giving effect to each such borrowing, there shall not be outstanding more than ten (10) Eurodollar Rate Loans, in the aggregate at any time. (c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the London interbank market for Dollar deposits and no Interest Period shall end after the Termination Date. (d) Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or Section 2.17 or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not less than three (3) Business Days prior to the requested Borrowing Datelast day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected an Interest Period of one month. (e) Provided that no Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan (including any applicable portion of the Term Loan), or on any Business Day with respect to Domestic Rate Loans (including any applicable portion of the Term Loan), convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give Agent not less than three (3) Business Days’ prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day’s prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than ten (10) Eurodollar Rate Loans, in the case of Eurodollar Loans, or aggregate. (bf) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify Subject to Section 13.1, (i) At its option and upon three (3) Business Days’ prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount to be borrowedof such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g). (ii) At its option and upon one (1) Business Days’ prior written notice, Borrower may prepay the requested Borrowing DateDomestic Rate Loans in whole at any time or in part from time to time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of Advances which are Domestic Rate Loans and the amount of such prepayment. (iiig) whether Borrower shall indemnify Agent, Term Lender and Lenders and hold Agent, Lenders and Term Lender harmless from and against any and all losses or expenses that Agent, Lenders and Term Lender may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing is of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent, Lenders or Term Lender to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent , any Lender or Term Lender to Borrower shall be of Eurodollar Loansconclusive absent manifest error. (h) Notwithstanding any other provision hereof, ABR Loansif any applicable law, treaty, regulation or directive, or a combination thereof any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this Section 2.2(h), the term “Lender” shall include any Lender or Term Lender and (ivthe office or branch where any Lender or Term Lender or any corporation or bank controlling such Lender or Term Lender makes or maintains any Eurodollar Rate Loans) if the borrowing is to be entirely make or partly of maintain its Eurodollar Rate Loans, the respective lengths obligation of Lenders and Term Lender to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type, either at the end of the initial applicable Interest Periods thereforif the affected Lenders and Term Lender may maintain the affected Eurodollar Rate Loans until such dates, or otherwise immediately upon such request. Each borrowing under If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the Commitments last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders and Term Lender for any loss or expense sustained or incurred by Lenders and Term Lender in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders or Term Lender to lenders of funds obtained by Lenders or Term Lender in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders or Term Lender to Borrower shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19conclusive absent manifest error.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments during the Commitment Period on any Business DayDay that an Advance may be requested pursuant to the terms of Section 5.2 of the Participation Agreement, provided provided, that the Borrower shall give the Administrative Agent Bank irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent Bank prior to (a) 11:00 A.M.12:00 Noon, New York City prevailing Eastern time, two at least three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify Date specifying (i) the amount to be borrowedborrowed (which on any date shall not be in excess of the then Available Commitments), (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and thereof, (iv) if the borrowing is to be entirely or partly a combination of Eurodollar Loans and ABR Loans, the respective lengths amounts of each Type of Loan and (v) the Interest Period applicable to each Eurodollar Loan. Pursuant to the terms of the initial Interest Periods therefor. Each borrowing under Participation Agreement, the Commitments Borrower shall be in an amount equal deemed to (x) in have delivered such notice upon the case delivery of ABR Loans, $5,000,000 a notice by the Construction Agent or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is Lessee containing such required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b)information. Upon receipt of any such notice from the Borrower, the Administrative Agent Bank shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each such borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent Bank specified in Section 9.2 prior to 1:00 P.M.12:00 Noon, New York City prevailing Eastern time, on the Borrowing Date requested by the Borrower in funds immediately available available. No amount of any Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder, except as set forth in Section 5.2(d) of the Participation Agreement. The Borrower may request the issuance of one or more Letters of Credit in accordance with Section 2.12. For the period prior to the Administrative Agent. Such borrowing will then be made available Completion Date for each Property (without regard to the Borrower by the Administrative Agent crediting the account receipt of the Borrower on the books of any such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds notice as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.referenced in

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, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify of a borrowing of ABR Loans to finance payments 24 required by Section 3.5 may be given not later than 10:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Any Loans made on the Restatement Effective 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, $5,000,000 1,000,000 or a whole multiple of thereof (or, if the then aggregate Available Commitments are less than $1,000,000 in excess thereof 1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M.12:00 Noon, 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that that, with respect to any borrowings, the Borrower shall give the Administrative Agent irrevocable noticenotice (a "Borrowing Notice"), which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.prior to 12:00 noon, New York City time, two three Business Days prior to the requested Borrowing Date (or if the Closing Date occurs on the date this Agreement is executed and delivered, for Loans made on the Closing Date, in on the case requested Borrowing Date) if all or any part of the Loans are to be Eurodollar Loans, or Loans and (b) 12:00 Noonprior to 10:00 a.m., New York City time, on the requested Borrowing Date, in Date if the case borrowing is solely of ABR Loans. Each such notice shall specify , and specifying (i) the amount to be borrowedof the borrowing, (ii) the requested Borrowing Date, (iii) whether the borrowing is such Loans are initially to be of Eurodollar Loans, Loans or ABR Loans, Loans or a combination thereof and (iviii) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths length of the initial Interest Periods thereforPeriod for such Eurodollar Loans. Each borrowing under the Commitments shall be in an amount equal to the lesser of (xA) in the case of ABR Loans, $5,000,000 500,000 or a whole multiple of $1,000,000 50,000 in excess thereof and (yB) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b)Available Commitments. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to Not later than 1:00 P.M.p.m., 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 Agent specified in subsection 10.2 (or at such other location as the 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 Agent hereunder shall promptly 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The (a) Subject to Section 4, the Borrower may borrow under the Commitments during the Commitment Period on any Business Day, with respect to Term SOFR Loans, or any Business Day, with respect to Base Rate Loans, provided that the Borrower shall give the Administrative Agent irrevocable notice, which may be given by: (i) telephone or (ii) a Borrowing Notice; provided that any telephonic notice must be executed confirmed immediately by delivery to the Administrative Agent of a Responsible Officer of the Borrower and Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two Business Days prior to the requested Borrowing DateDate for a Term SOFR Loan, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, and 11:00 a.m. on the requested Borrowing DateDate for a Base Rate Loan), in the case of ABR Loans. Each such notice shall specify specifying (i) the aggregate amount to be borrowedborrowed and the aggregate amount outstanding after giving effect to such borrowing, (ii) the requested Borrowing DateType of each Loan requested, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof requested Borrowing Date and (iv) if the borrowing is with respect to be entirely or partly of Eurodollar Loansany Term SOFR Loan, the respective lengths of the initial Interest Periods therefor. Each The aggregate amount of each borrowing by the Borrower under the Commitments on any Borrowing Date shall be in an amount equal to (xi) in the case of ABR Loansas to each Base Rate Loan, $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof and (yor, if the then Available Commitments are less than $1,000,000, such lesser amount); (ii) in the case of Eurodollar Loansas to each Term SOFR Loan, $10,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; provided that thereof (i) or, if the then Available Commitments are less than $1,000,000, such lesser amount). If the Borrower fails to specify a Type of Loan in a Borrowing Notice, then the applicable Loans shall be made as Base Rate Loans. If the Borrower requests a borrowing under the Commitments that is an ABR Loan may be of Term SOFR Loans in any aggregate amount that is required such Borrowing Notice, but fails to finance the reimbursement specify an Interest Period, it will be deemed to have specified an Interest Period of all or a part of an LC Disbursement as contemplated by Section 3.5 and one (ii1) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b)month. Upon receipt of any such notice Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower on such Borrowing Date by the Administrative Agent crediting transferring by wire to the custodian of and for 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that . (xb) Loans made With respect to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the applicable Issuing Lender and (y) Loans made contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to finance the reimbursement of a Swingline this Agreement or any other Loan as Document; provided in Section 2.20(b) shall be remitted by that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19Borrower and the Lenders reasonably promptly after such amendment becomes effective.

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, a Borrowing Certificate (which notice certificate to be effective on the requested Borrowing Date must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two prior to 12:00 noon three Business Days prior to the requested Borrowing Date, in if all or any part of the case of Eurodollar requested Loans are to be initially LIBOR Loans (other than Foreign Currency Loans), or (b) 12:00 Noonprior to 10:00 a.m. (London, New York City England time) four Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be Foreign Currency Loans or (c) prior to 12:30 p.m. on the requested Borrowing Date, otherwise, in the each case of ABR Loans. Each such notice shall specify specifying (i) the amount to be borrowed, (ii) the currency to be borrowed, (iii) the requested Borrowing Date, (iiiiv) whether the borrowing is to be of Eurodollar LIBOR Loans, ABR Loans, Base Rate Loans or a combination thereof (if the borrowing is to be denominated in a Foreign Currency, the borrowing must be comprised entirely of LIBOR Loans) and (ivv) if the borrowing is to be entirely or partly of Eurodollar LIBOR Loans, the aggregate amount of such LIBOR Loans and the amounts of each such LIBOR Loan and the respective lengths length of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an amount a Dollar Amount equal to (x) in the case of ABR Base Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (or, if the then Available Commitments are less than $5,000,000, such lesser amount) or (y) in the case of Eurodollar LIBOR Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrowera Borrowing Certificate, the Administrative Agent shall promptly notify each Lender Bank thereof. . (b) Each Lender Bank will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower Company at the applicable office of the Administrative Agent specified in Section subsection 9.2 or such other office specified by the Administrative Agent from time to time prior to 1:00 P.M.(i) 2:30 p.m. in the case of Base Rate Loans or 12:00 noon in the case of LIBOR Loans denominated in Dollars or (ii) the Applicable Time specified by the Administrative Agent in the case of any Foreign Currency Loan, New York City time, in each case on the Borrowing Date requested by the Borrower Company in Dollars or the applicable Foreign Currency and 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 promptly upon receipt thereof Banks and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.prior to 4:00 P.M1:00 P.M., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of Eurodollar EurodollarTerm Benchmark Loans, or (b) 12:00 Noonprior to 1:00 P.M., New York City time, time on the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify of a borrowing of ABR Loans to finance payments required by Section 3.5 may be given not later than 11:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar EurodollarTerm Benchmark Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. 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), (y) in the case of EurodollarTerm Benchmark Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (yz) in the case of Eurodollar Competitive Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 3:00 P.M. (or, in the case of same-day borrowings of ABR Loans to finance payments required by Section 3.5, 1:00 P.M.), New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent not later than 3:30 P.M. (or in the case of same-day borrowings of ABR Loans to finance payments required by Section 3.5, 1:00 P.M.), New York City time on such Borrowing Date 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The (a) Any Borrower may borrow under the Commitments hereunder during the Commitment Period on any Business Day, provided that the such Borrower or Sanyo on its behalf shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent (i) prior to 12:00 noon on the requested Borrowing Date with respect to Base Rate Loans and (aii) 11:00 A.M., New York City time, two prior to 12:00 noon on the date three Business Days prior to the requested Borrowing DateDate with respect to LIBOR Loans), which notice shall be substantially in the case form of Eurodollar LoansExhibit B-1 and shall be duly completed by such Borrower or Sanyo (each, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case a "Notice of ABR LoansBorrowing"). Each such notice Notice of Borrowing given to the Administrative Agent by any Borrower or by Sanyo on behalf of any Borrower shall specify (i) be deemed given by all the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof Borrowers jointly and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods thereforseverally. Each borrowing under the Commitments Borrowing consisting of LIBOR Loans shall be in an amount equal to $1,000,000 or any greater amount that is a whole multiple of $100,000 and, except for Borrowings under Section 2.2(b), each Borrowing consisting of Base Rate Loans shall be in an amount equal to $25,000 or any greater amount that is a whole multiple of $10,000 (x) in or, if the case of ABR Loans, Aggregate Commitments on the requested Borrowing Date are less than $5,000,000 25,000 or a whole multiple of $1,000,000 in excess thereof and (y) in 10,000, such lesser amount). If the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf Type of the Borrowerrequested Loans is not specified in a Notice of Borrowing, borrowings of ABR then such Loans shall be made as Base Rate Loans. If no Interest Period is specified with respect to any requested LIBOR Loans in other amounts pursuant a Notice of Borrowing, then the relevant Borrower shall be deemed to Section 2.20(b)have selected an Interest Period of one month's duration. Upon receipt of any such notice from a Borrower or the BorrowerParent Guarantor, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share Percentage of each borrowing Borrowing available to the Administrative Agent for the account of the relevant Borrower in Dollars and in immediately available funds at the office of the Administrative Agent specified in Section 9.2 at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, prior to 1:00 P.M., New York City time, p.m. on the requested Borrowing Date. The Administrative Agent shall make the amounts received by it from the Lenders available to the relevant Borrower on the requested Borrowing Date requested by crediting such amounts to the account maintained by such Borrower in funds immediately available with the Administrative Agent. (b) Each authorization given by a Borrower to the Documentary Collection Agent, with notice of such authorization being simultaneously given to the Administrative Agent. Such borrowing will then , to pay a draft presented to it by a supplier of such Borrower relating to a shipment of Inventory to such Borrower shall constitute delivery by such Borrower of a request for a Borrowing of Base Rate Loans in an aggregate principal amount equal to the amount of such draft to be made available on the date on which such draft is payable. If the making of such Base Rate Loan would cause the Aggregate Exposure to exceed the lesser of the Aggregate Commitments or the Borrowing Base then in effect, then the Documentary Collection Agent is authorized, in its sole discretion, to debit the Borrower's account in the amount of such draft. Nothing contained in this Agreement shall be deemed to require the Documentary Collection Agent to extend any credit to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office in connection with the aggregate performance of documentary collection services, whether by means of overdrafts or otherwise (other than in its capacity as a Lender hereunder), and the amounts made available to Documentary Collection Agent shall not extend any such credit without the Administrative Agent by prior written consent of all the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19Lenders.

Procedure for Borrowing. The (a) Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the that, with respect to any borrowings, Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 10:00 a.m., Memphis, Tennessee time), (ai) 11:00 A.M., New York City time, two three (3) Business Days prior to the requested Borrowing Date, in Date if all or any part of the case of Revolving Loan is to be a Eurodollar Loans, Loan and (ii) on or (b) 12:00 Noon, New York City time, on before the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether Date or Closing Date if the borrowing is to be solely of a Prime Rate Loan and specifying (A) the amount of the borrowing, (B) whether such Revolving Loan is initially to be Eurodollar Loans, ABR Loans, Loan or a Prime Rate Loan or a combination thereof thereof, and (ivC) if the borrowing is to be entirely or partly of a Eurodollar LoansLoan, the respective lengths length of the initial Interest Periods thereforPeriod for such Eurodollar Loan. Each borrowing under the Commitments Revolving Loan proceeds shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing made available to the Administrative Agent for Borrower by the Agent's crediting the operating account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M.Agent, 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 amount of such borrowing. (b) Any borrowing or continuation of, or conversion to or from, 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 each Eurodollar Loan shall not be less than Five Hundred Thousand Dollars (U.S. $500,000.00) for each Interest Period or a whole multiple of $500,000 in excess thereof for each Interest Period and (ii) no more than three (3) Interest Periods shall be in effect at any one time. (c) All or any part of the amounts made available outstanding Revolving Loan may be converted in accordance with Section 4.7, provided that each partial conversion of a Prime Rate Loan as to any Interest Period shall be in the Administrative Agent by the Lenders promptly upon receipt aggregate principal amount of Five Hundred Thousand Dollars (U.S. $500,000.00) or a whole multiple of $500,000 in excess thereof and the aggregate principal amount of the resulting Eurodollar Loan outstanding in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement respect of an LC Disbursement as provided in Section 3.5 any one Interest Period shall be remitted by the Administrative Agent to the applicable Issuing Lender and at least Five Hundred Thousand Dollars (yU.S. $500,000.00) Loans made to finance the reimbursement or a whole multiple of a Swingline Loan as provided $500,000 in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19excess thereof.

Procedure for Borrowing. (a) 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, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 11:00 a.m., Central Time, (a) 11:00 A.M.in the case of Eurodollar Loans, New York City time, two three Business Days prior to the requested Borrowing Date, or (b) in the case of Eurodollar Base Rate Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date), in the case of ABR Loans. Each such notice shall specify specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods thereforPeriod therefore. Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M.p.m., New York City time, on Central Time (in the Borrowing Date requested by the Borrower case of a borrowing of Base Rate Loans 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 respect of the Borrower on the books which notice of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof borrowing is given on such Borrowing Date) and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.11:00 a.

Procedure for Borrowing. The Borrower may borrow under the Commitments Commitment during the Commitment Period on any Business Day, ; provided that the Borrower shall give the Administrative Agent an irrevocable notice, notice substantially in the form of Exhibit B-1 (a 'Notice of Borrowing') (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.10:00 a.m., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be Eurodollar Loans, or (b) two Business Days prior to the requested Borrowing Date, in if none of the case of requested Loans are to be Eurodollar Loans), or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR 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 of such Eurodollar Loans and the lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Commitment shall be in an amount equal to (x) in the case of ABR Alternate Base Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then Available Commitment is less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M.11:00 a.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting in the account of manner specified by the Borrower on the books in such Notice of such office with Borrowing in the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Loans (other than a Borrowing of Revolving Loans pursuant to Section 3.3(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 (or telephonic notice immediately confirmed in writing) delivered to the Administrative Agent irrevocable noticein accordance with Section 11.2 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 (i) prior to 12:00 p.m. (aBoston, Massachusetts time) 11:00 A.M., New York City time, two not less than three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or and (bii) prior to 12:00 Noonp.m. (Boston, New York City Massachusetts time, on ) not less than one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans. Each such notice shall specify , specifying: (iA) the amount to of the Borrowing, which shall be borrowed, in a minimum aggregate principal amount of $1,000,000 or any multiple of $500,000 in excess thereof; (iiB) the requested Borrowing Date, which shall be a Business Day; (iiiC) whether the borrowing Borrowing is to be comprised of Eurodollar Loans or Base Rate Loans, ABR Loans, or a combination thereof and ; and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (xD) in the case of ABR Loansa Eurodollar Loan, $5,000,000 or a whole multiple the duration of $1,000,000 in excess thereof and (y) in the case Interest Period to be applicable to such Eurodollar Loan. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that Loan which is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and any Borrowing, such Interest Period shall be of three (ii3) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). months' duration. (b) Upon receipt of any such notice from the BorrowerNotice of Borrowing, the Administrative Agent shall will promptly notify each Lender thereof and of each such Lender's proportionate share thereof. . (c) Each Lender will make the amount of its pro rata proportionate share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M.Agent's Payment Office by 2:00 p.m. (Boston, New York City Massachusetts 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 Loans comprising 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 by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by Borrower. (d) During the Administrative Agent; provided that (x) Loans made continuation of any Default, the Borrower may not elect to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline have any Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided a Eurodollar Loan. (e) After giving effect to any Borrowing, there shall not be more than twelve (12) different Interest Periods in Section 2.19effect in respect of all Loans which are Eurodollar Loans.

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, notice substantially in the form of Exhibit I (a "Notice of Borrowing") (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.10:00 a.m., New York City time, two (a) three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be Eurodollar LoansLoans initially, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR 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 of such Eurodollar Loans and the lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Alternate Base Rate Loans, $5,000,000 250,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if the then Available Commitments are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 10.2 prior to 1:00 P.M.11:00 a.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting in the account of manner specified by the Borrower on the books in such Notice of such office with Borrowing in the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Loans (other than Swingline Loans) shall be made upon the Commitments during Borrowers' irrevocable written notice delivered to the Commitment Period on any Business Day, provided that Agent in the Borrower shall give the Administrative Agent irrevocable notice, 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) (a) 11:00 A.M., New York City time, two ) (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Rate Loans, or ; and (bii) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans. Each such notice shall specify , specifying: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, $10,000,000 or a whole any multiple of $1,000,000 in excess thereof; provided provided, however, that the Borrowers may request (ix) up to two Borrowings of Base Rate Loans in a borrowing under the Commitments that is an ABR Loan may be minimum amount of $500,000 in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 fiscal quarter and (iiy) any Swingline Lender may requestBorrowings 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 requested Borrowing Date, on behalf which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; (D) whether the Loans comprising the Borrowing shall be Acquisition Loans or Revolving Loans and, if the Loans comprising the Borrowing shall be Acquisition Loans, whether the Acquisition Loans comprising the Borrowing shall be Specified Acquisition Loans; and (E) other than in the case of Base Rate Loans, the duration of the BorrowerInterest Period applicable to the Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, borrowings such Interest Period shall be one month. (b) The Agent will promptly notify each Bank of ABR Loans in other amounts pursuant to Section 2.20(b). Upon its receipt of any Notice of Borrowing (or a deemed notice of Borrowing under Section 2.16(b))and of the amount of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Borrowers at the office of the Administrative Agent specified in Section 9.2 prior to Agent's Payment Office by 1:00 P.M., p.m. (New York City time, ) on the Borrowing Date requested by the Borrower Borrowers in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Borrowers by the Administrative Agent crediting the account of the Borrower on the books of such office Borrowing Date by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders promptly upon receipt thereof and in such Borrowers of like funds as received by the Administrative Agent; provided that . (xd) Loans made After giving effect to finance the reimbursement of an LC Disbursement as provided any Borrowing, there may not be more than ten different Interest Periods in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19effect.

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 noticea Borrowing Certificate, which notice certificate to be effective on the requested Borrowing Date must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two prior to 12:00 noon three Business Days prior to the requested Borrowing Date, in if all or any part of the case of Eurodollar requested Loans are to be initially LIBOR Loans (other than Foreign Currency Loans), or (b) 12:00 Noonprior to 10:00 a.m. (London, New York City England time) four Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be Foreign Currency Loans or (c) prior to 12:30 p.m. on the requested Borrowing Date, otherwise, in the each case of ABR Loans. Each such notice shall specify specifying (i) the amount to be borrowed, (ii) the currency to be borrowed, (iii) the requested Borrowing Date, (iiiiv) whether the borrowing is to be of Eurodollar LIBOR Loans, ABR Loans, Base Rate Loans or a combination thereof (if the borrowing is to be denominated in a Foreign Currency, the borrowing must be comprised entirely of LIBOR Loans) and (ivv) if the borrowing is to be entirely or partly of Eurodollar LIBOR Loans, the aggregate amount of such LIBOR Loans and the amounts of each such LIBOR Loan and the respective lengths length of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an amount a Dollar Amount equal to (x) in the case of ABR Base Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (or, if the then Available Commitments are less than $5,000,000, such lesser amount) or (y) in the case of Eurodollar LIBOR Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrowera Borrowing Certificate, the Administrative Agent shall promptly notify each Lender Bank thereof. . (b) Each Lender Bank will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower Company at the applicable office of the Administrative Agent specified in Section subsection 9.2 or such other office specified by the Administrative Agent from time to time prior to 1:00 P.M.(i) 2:30 p.m. in the case of Base Rate Loans or 12:00 noon in the case of LIBOR Loans denominated in Dollars or (ii) the Applicable Time specified by the Administrative Agent in the case of any Foreign Currency Loan, New York City time, in each case on the Borrowing Date requested by the Borrower Company in Dollars or the applicable Foreign Currency and 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 promptly upon receipt thereof Banks and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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 the Administrative Agent irrevocable notice, a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.1:00 P.M., New York City time, two (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify 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), specifying (i) the amount Class of Loan to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be requested Borrowing Date and (iv) in the case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an aggregate amount equal to (x) in the case of ABR Loans, $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 $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.20(b)2.5. Upon receipt of any such notice 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 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 office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 1210:00 NoonA.M., New York City time (or 2:00 P.M., New York City timetime 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 1210:30 PA.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 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 111:00 PA.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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under In order to effect a borrowing hereunder, the Commitments during the Commitment Period on any Business Day, provided that the Borrower Borrowers shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 12:00 Noon, Chicago time, (a) 11:00 A.M., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify ), specifying (i) the amount Facility under which such Loan is to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof requested Borrowing Date and (iv) if in the borrowing is to be entirely or partly case of 103 24 Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods 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) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the BorrowerBorrowers, borrowings of under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.20(b)2.5. Upon receipt of any such notice from the BorrowerBorrowers, the Administrative Agent shall promptly notify each relevant Lender thereof. Each relevant Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower Borrowers at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M.11:00 A.M., New York City Chicago time, on the Borrowing Date requested by the Borrower Borrowers in funds immediately available to the Administrative Agent. Such borrowing will then be made available not later than 2:00 P.M., Chicago time, to the Borrower Borrowers by the Administrative Agent crediting the account of the Borrower Borrowers on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the relevant Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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 to the Administrative Agent irrevocable noticeAgent, which may be given by telephone. Each such notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent (i) prior to 12:00 p.m. at least one Business Day prior to the Initial Distribution Date in connection with any of the Borrowings to be made on the Initial Distribution Date or Time of Merger, (aii) 11:00 A.M., New York City time, two at least three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or Revolving Rate Credit Loans and (biii) prior to 12:00 Noon, New York City time, on p.m. at least one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans. Each such telephone notice by the Company pursuant to this Section 2.3(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Borrowing, appropriately completed and signed by a Responsible Officer of the Company. Each Notice of Borrowing (whether telephonic or written) shall specify specify: (A) (i) in the amount case of the Term Borrowings to be borrowedmade in connection with the occurrence of the Initial Distribution Date, the Initial Distribution Borrowing Amount, (ii) in the case of the Term Borrowings to be made in connection with the occurrence of the Time of Merger, the Merger Borrowing Amount and (iii) in the case of any Revolving Credit Borrowing, the amount of such Revolving Credit Borrowing, which shall be in an amount of at least $5,000,000 or a higher integral multiple of $100,000; (B) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments which shall be in an amount equal to a Business Day; (xC) the Type of Loans comprising the Borrowing; (D) in the case of ABR Loansany Term Borrowing, $5,000,000 the aggregate principal amount of the Initial Distribution Borrowing Amount or a whole multiple of $1,000,000 Merger Borrowing Amount, as the case may be, to be denominated in excess thereof and Euros; and (yE) in the case of Eurocurrency Rate Loans and Eurodollar Rate Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf duration of the Borrower, borrowings of ABR Interest Period applicable to such Loans included in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19notice.

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 noticeAgent, which may be given by: (A) telephone or (B) a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.1:00 P.M., New York City time, two (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (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 shall specify must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing), specifying (i) the Class of Loan to be borrowed and, in the case of Revolving Loans, the Class of Revolving Commitments under which such Revolving Loans are to be made, (ii) the amount and Type of Loans to be borrowed, (iiiii) the requested Borrowing Date, Date and (iiiiv) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an aggregate amount equal to (x) in the case of ABR Loans, $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 $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of under the relevant Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.20(b)2.5. Upon receipt of any such notice Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each relevant Lender thereof. Each Except as provided in Section 2.1(a), each relevant Lender will make the amount of its 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 with the relevant Class of Revolving Commitments) for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 10:00 A.M., New York City time (or 2:00 P.M., New York City timetime 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 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under (i) Each Borrowing (other than a Borrowing of a Base Rate Refunding Loan) shall be made upon the Commitments during Borrower’s irrevocable written notice by a Responsible Officer delivered to the Commitment Period Agent in substantially the form of Exhibit C hereto (“Notice of Borrowing”), which must be received by the Agent prior to (i) 12:00 noon (Eastern Time) three Business Days prior to the requested Funding Date, in the case of LIBOR Rate Loans and (ii) 12:00 noon (Eastern Time) one Business Day prior to the requested Funding Date (or 12:00 noon (Eastern Time) on any the requested Funding Date in the case of a Borrowing subject to Section 1.2(h)), in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which in the case of a LIBOR Rate Loan must equal or exceed $5,000,000 (and increments of $1,000,000 in excess of such amount); (B) the requested Funding Date, which must be a Business Day; (C) whether the Revolving Loans requested are to be Base Rate Loans or LIBOR Rate Loans (and if not specified, provided that it shall be deemed a request for a Base Rate Loan); and (D) the Borrower duration of the Interest Period for LIBOR Rate Loans (and if not specified, it shall give the Administrative Agent irrevocable noticebe deemed a request for an Interest Period of one month). (ii) In lieu of delivering a Notice of Borrowing, which notice must be executed by a Responsible Officer of the Borrower and received by may give the Administrative Agent prior to (a) 11:00 A.M., New York City time, two Business Days prior telephonic notice of such request for advances to the requested Borrowing Date, Designated Account on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in the case of Eurodollar making such Revolving Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case regardless of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, whether any written confirmation is received. (iii) whether The Borrower shall not have the borrowing is right 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf renew or continue a LIBOR Rate Loan while an Event of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19Default exists.

Procedure for Borrowing. The Subject to the applicable terms and conditions contained in Section 6 of this Agreement, the Borrower may borrow under (i) the Tranche A Commitments during at any time prior to the Termination Date and/or (ii) the Tranche B Commitments at any time after the date on which the Total Available Tranche A Commitment Period equals zero (0), but prior to the Termination Date, on any Business Day, provided that Day by delivery to the Borrower shall give Agent of an irrevocable notice substantially in the Administrative Agent irrevocable notice, which notice form of Exhibit I (a "Notice of Borrowing"). A Notice of Borrowing must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 11:00 A.M., Dallas, Texas time, (a) 11:00 A.M., New York City time, two three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be initially Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case . A Notice of ABR Loans. Each such notice Borrowing shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each Eurodollar Tranche and the respective lengths of the initial Interest Periods therefor. Each borrowing Borrowings under the Tranche A Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 100,000 or a whole multiple of $1,000,000 50,000 in excess thereof (or, if the then available amount of the Tranche A Commitments is less than $100,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that (i) a borrowing . Borrowings under the Tranche B Commitments that is an ABR Loan may shall be in any aggregate an amount that is required equal to finance (x) in the reimbursement case of all ABR Loans, $100,000 or a part whole multiple of an LC Disbursement as contemplated by Section 3.5 $50,000 in excess thereof (or, if the then available amount of the Tranche B Commitments is less than $100,000, such lesser amount) and (iiy) any Swingline Lender may requestin the case of Eurodollar Loans, on behalf $500,000 or a whole multiple of the Borrower, borrowings of ABR Loans $100,000 in other amounts pursuant to Section 2.20(b)excess thereof. Upon receipt of any such notice Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each such Lender will make the amount of its pro rata share of each applicable borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified as the Funding Office in Section 9.2 Schedule 1.1 prior to 1:00 P.M., New York City Dallas, 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 account of the Borrower on as so directed by the books Borrower in a Notice of such office Borrowing with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

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 noticeAgent, which may be given by: (A) telephone or (B) a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.1:00 P.M., New York City time, two (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Rate/SOFR Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (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 shall specify must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing), specifying (i) the Class of Loan to be borrowed and, in the case of Revolving Loans, the Class of Revolving Commitments under which such Revolving Loans are to be made, (ii) the amount and Type of Loans to be borrowed, (iiiii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof Date and (iv) if in the borrowing is to be entirely or partly case of Eurodollar Rate/SOFR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an aggregate amount equal to (x) in the case of ABR Loans, $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 $5,000,000, such lesser amount) and (y) in the case of Eurodollar Rate/SOFR Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of under the relevant Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.20(b)2.5. Upon receipt of any such notice Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each relevant Lender thereof. Each Except as provided in Section 2.1(a), each relevant Lender will make the amount of its 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 with the relevant Class of Revolving Commitments) for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 10:00 A.M., New York City time (or 2:00 P.M., New York City time, on time in respect of ABR Loans under 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made Revolving Facility to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.payments - 54-

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, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon1:00 P.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the 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 lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, 509265-1292-1635217123-Active.25783117.740387902.9 ​ $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b)3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 3:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower Company may borrow under the Commitments during the Commitment Period on any Business Day; provided, provided that that, the Borrower Company shall give the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent written Borrowing Request prior to (a) in the case of Term Benchmark Loans, 11:00 A.M.a.m., New York City time, two three U.S. Government Securities Business Days prior to the requested Borrowing Date, (b) in the case of Eurodollar Daily Simple SOFR Loans, 11:00 a.m., New York City time, three U.S. Government Securities Business Days prior to the requested Borrowing Date or (bc) 12:00 Noonin the case of ABR Loans, 11:00 a.m., New York City time, on the requested Borrowing Datedate of the proposed borrowing, in the case of ABR Loans. Each such notice shall specify specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Term Benchmark Loans, the respective lengths of the initial Interest Periods Period(s) therefor. If no election as to the Type of a Loan is specified in any such notice, then the requested borrowing shall be an ABR Loan. 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 $25 million (xor, if the Total Available Commitments at such time are less than $25 million, such lesser amount) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 5 million in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any 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 pro rata share of each such borrowing available to the Administrative Agent for the account of the Borrower Company at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M. (or, in the case of an ABR Loan requested on the proposed Borrowing Date, 3:00 P.M.), New York City time, on the Borrowing 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that (1) Each Borrowing shall be made upon the Borrower shall give the Administrative Agent’s delivery to Agent of an irrevocable noticeNotice of Borrowing, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (ai) 11:00 A.M.a.m. (Atlanta, New York City Georgia time, ) two Business Days prior to the requested Borrowing Funding Date, in the case of Eurodollar LoansLIBOR Loans and (ii) noon (Atlanta, or (bGeorgia time) 12:00 Noon, New York City time, on the requested Borrowing Funding Date, in the case of ABR Base Rate Loans. Each such notice shall specify , specifying: (iA) the amount to be borrowedof the Borrowing, which in the case of a LIBOR Loan must equal or exceed $2,500,000 (iiand increments of $500,000 in excess of such amount); (B) the requested Borrowing Funding Date, which must be a Business Day; (iiiC) whether the borrowing Revolving Loan requested is to be a Base Rate Loan or a LIBOR Revolving Loan (and if not specified, it shall be deemed a request for a Base Rate Loan); and (D) the duration of Eurodollar the Interest Period for a LIBOR Revolving Loan (and if not specified, it shall be deemed a request for an Interest Period of one month); provided, however, that with respect to the Borrowing to be made on the Closing Date, such Borrowing will consist of a Base Rate Loan only. (2) In lieu of delivering a Notice of Borrowing, (I) a Responsible Officer may give Agent telephonic notice of such request for advances to a Designated Account on or before the deadline set forth in clause (1) above and the Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, ABR Loansregardless of whether any written confirmation is received, or (II) whenever a combination thereof and (iv) if presentment for payment is made against a Designated Account in an amount greater than the borrowing is then available balance therein, such presentment shall be deemed to be entirely or partly a request for a Base Rate Loan on the date of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be such presentment in an amount equal to the excess of such check or other payment item over the available balance therein, or (xIII) in the case Borrower shall be deemed irrevocably to have requested a Revolving Loan (without any requirement for submission of ABR Loans, $5,000,000 or a whole multiple Notice of $1,000,000 in excess thereof Borrowing) as and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as extent provided in Section 3.5 3.8. (3) The Borrowers shall be remitted by the Administrative Agent have no right to the applicable Issuing Lender request a LIBOR Loan while a Default or Event of Default has occurred and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19is continuing.

Procedure for Borrowing. The (a) Borrower may borrow under the Commitments (subject to the limitations on the availability of Eurodollar Rate Loans), during the Commitment Period on any Business DayPeriod, provided that the Borrower shall give Agent written notice (the Administrative Agent irrevocable notice"NOTICE OF BORROWING"), which notice Notice of Borrowing must be executed by a Responsible Officer received (i) prior to 11:00 a.m., Chicago time, at least three (3) Business Days prior to the requested Borrowing Date for that part of the Borrower and received by the Administrative Agent requested borrowing that is to be Eurodollar Rate Loans, or (ii) prior to 10:00 a.m., Chicago time on or before the requested Borrowing Date for that part of the requested borrowing that is to be ABR Loans which Notice of Borrowing, in the case of ABR Loan(s), shall be irrevocable. Each Notice of Borrowing shall specify (aA) 11:00 A.M.the Borrowing Date (which shall be a Business Day), New York City (B) the amount of the requested borrowing, (C) whether the borrowing is to be of Eurodollar Rate Loans, ABR Loans or a combination thereof and (D) if the borrowing is to be entirely or partly of Eurodollar Rate Loans, the amount of each ABR Loan, if any, and the respective amounts of each such Eurodollar Rate Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing pursuant to the Commitments shall be in the principal amount (1) in the case of ABR Loans, of $1,000,000 or any larger amount which is an even multiple of $100,000, and (2) in the case of Eurodollar Rate Loans, of $10,000,000 or any larger amount which is an even multiple of $1,000,000. (b) After the Borrower gives Notice of Borrowing with respect to Eurodollar Rate Loans, Agent, by 9:00 a.m., Chicago time, two Business Days prior to the requested Borrowing Date, shall advise the Borrower of the applicable interest rate(s) (which is the sum of the applicable Eurodollar Rate(s) and the Applicable Eurodollar Margin) for the Eurodollar Rate Loan(s) and Interest Period(s) requested in the case Notice of Borrowing. Not more than two hours thereafter, the Borrower shall give Agent written irrevocable confirmation of whether or not the Borrower selects Eurodollar Rate Loan(s) on such Borrowing Date and, if so, the amount(s) and Interest Period(s) of such Eurodollar Rate Loan(s). If the Borrower's written confirmation is timely made, the Borrower shall be deemed to be requesting borrowing(s) of Eurodollar LoansRate Loan(s) in the amount(s) and for the Interest Period(s) stated in the confirmation. If the Borrower's confirmation is not timely made, or the Borrower shall be deemed to have requested a borrowing entirely as an ABR Loan in the aggregate amount and on the Borrowing Date specified in the Notice of Borrowing. (bc) 12:00 NoonBy noon, New York City Chicago time, (i) with respect to any ABR Loan, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, Date and (ii) with respect to any Eurodollar Rate Loan, two Business Days prior to the requested Borrowing Date, Agent shall give notice by facsimile to each Bank of such request, specifying (iiiA) the Borrowing Date (which shall be a Business Day), (B) the amount of the requested borrowing, (C) whether the borrowing is to be of Eurodollar Rate Loans, ABR Loans, Loans or a combination thereof thereof, and (ivD) if the borrowing is to be entirely or partly of Eurodollar Rate Loans, the amount of each ABR Loan, if any, and the respective amounts of each such Eurodollar Rate Loan, the applicable Eurodollar Rate for each such Eurodollar Rate Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal Subject to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf satisfaction of the Borrowerterms and conditions of this Agreement, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent each Bank shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative deposit funds with Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, by 2:00 p.m. Chicago time on the Borrowing Date requested by the Borrower in funds wire transfer or other immediately available funds equal to its Ratable Share of the Administrative AgentRevolving Credit Loans to be made on the Borrowing Date. Such borrowing The Loan(s) will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof Banks, and in like funds as received by Agent. (d) Each Bank may book its Loans and its participations in Facility L/Cs at any Lending Installation selected by such Bank and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Administrative Agent; provided that Loans and the Notes issued hereunder shall be deemed held by each Bank for the benefit of any such Lending Installation. Each Bank and Issuing Bank may, by written notice to the Agent and Borrower in accordance with subsection 11.2 hereof, designate replacement or additional Lending Installations through which Loans will be made by it or Facility L/Cs will be issued by it and for whose account Loan payments or a payment with respect to Facility L/Cs are to be made. (e) Each ABR Loan shall continue as an ABR Loan unless and until such ABR Loan is converted into a Eurodollar Rate Loan pursuant to subsection 3.1 or is repaid in accordance with subsection 2.11. Each Eurodollar Rate Loan shall continue as a Eurodollar Rate Loan until the end of the then applicable Interest Period therefor, at which time such Eurodollar Rate Loan shall be automatically converted into an ABR Loan unless (x) Loans made to finance the reimbursement of an LC Disbursement as provided such Eurodollar Loan is or was repaid in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and accordance with subsection 2.11 or (y) Loans made to finance the reimbursement of such Eurodollar Rate Loan is continued as a Swingline Eurodollar Rate Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19accordance with subsection 3.1.

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, notice substantially in the form attached as Exhibit D (a "Notice of Borrowing") (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of Eurodollar LIBOR Loans, or (b) 12:00 Noon11:00 A.M., New York City time, one Business Day prior to the requested Borrowing Date in the case of a Base Rate Loan and, (c) 11:00 A.M., New York City time, on the requested Borrowing Date, Date in the case of ABR Loans. Each such notice shall specify a Swing Line Loan), specifying (i) the amount to be borrowedborrowed of each Type of Loan, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar LIBOR Loans, ABR Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar LIBOR Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans (other than Swing Line Loans), $2,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $2,000,000, such lesser amount), (y) in the case of Swing Line Loans, as provided in subsection 2.1(b)(i) and (z) in the case of LIBOR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each applicable Lender thereof. Each such Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 subsection 10.2 prior to 1:00 11:00 A.M., New York City time (in the case of LIBOR Loans) or 2:30 P.M., New York City timetime (in the case of Base Rate Loans), 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted . All notices given by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall Borrower under this subsection 2.2 may be made as provided by telephonic notice promptly confirmed in Section 2.19writing.

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, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.prior to 4:00 P.M., New York City time, two three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noonprior to 1:00 P.M., New York City time, time on the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify of a borrowing of ABR Loans to finance payments required by Section 3.5 may be given not later than 11:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. 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), (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (yz) in the case of Eurodollar Competitive Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.3:00

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 the Administrative Agent irrevocable notice, a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 11:00 A.M.1:00 P.M., New York City time, two (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify 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), specifying (i) the amount Facility under which such Loan is to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be requested Borrowing Date and (iv) in the case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an aggregate amount equal to (A) with respect to Revolving Loans, (x) in the case of ABR Loans, $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 $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.20(b)2.5 and (B) with respect to New Term Loans, $100,000,000 or a whole multiple of $50,000,000 in excess thereof. Upon receipt of any such notice 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 pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent; provided that, in the event that any Lender fails to make available to the Administrative Agent any portion of such amount prior to 12:30 P.M. New York City time on the relevant 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 1:00 P.M., New York City time, 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 promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.