Common use of Procedure for Borrowing Clause in Contracts

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Borrowing shall be made upon a Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Borrowing shall be made upon a Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. (Chicago time) The Borrower may (i) four borrow under the Aggregate Revolving Commitments on any Business Day during the Revolving Commitment Period, (4ii) borrow Term Loans under Section 2.2(a) on the Effective Date, and (iii) borrow Term Loans under Section 2.2(b) on the effective date of the applicable Term Loan Supplement, provided that the Borrower shall notify the Administrative Agent by the delivery of a Borrowing Request, which shall be sent by telecopy and shall be irrevocable (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Borrowing Request manually signed by the Borrower), no later than 11:00 a.m., three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Eurodollar Advances, or one Business Days Day prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing DateABR Advances, in the case of Base Rate Loans, specifying: specifying (A) the aggregate principal amount to be borrowed under the Aggregate Revolving Commitments and/or the aggregate principal amount of the BorrowingTerm Loans to be borrowed, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name whether such borrowing is to consist of the Company proposing to borrow and the Type of Loans comprising the Borrowing; Revolving Loans, Term Loans, or a combination thereof, (D) whether such borrowing is to consist of one or more Eurodollar Advances, ABR Advances, or a combination thereof, and (E) if such borrowing is to consist of one or more Eurodollar Advances, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration length of the Interest Period for any each - 21 - Credit Agreement ---------------- such Eurodollar Advance. Each (i) Eurodollar Advance to be made on a Borrowing comprised of Offshore Rate LoansDate, when aggregated with all amounts to be converted to a Eurodollar Advance on such date and having the same Interest Period as such first Eurodollar Advance, shall be three months; and equal no less than $2,000,000 or such amount plus a whole multiple of $100,000 in excess thereof, and (Eii) ABR Advance made on each Borrowing Date shall equal no less than $500,000 or such amount plus a whole multiple of $100,000 in the case of a Borrowing comprised of Offshore Currency Loansexcess thereof or, if less, the Applicable Currencyunused portion of the Aggregate Revolving Commitment Amount. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowingeach Borrowing Request, the Administrative Agent will shall promptly notify each Bank thereof and Lender thereof. Subject to its receipt of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified referred to in the Notice of Borrowingpreceding sentence, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share Revolving Commitment Percentage of each Borrowing the requested Revolving Loans and the amount of its Term Loan (in the case of the Term Loan borrowing) available to the Administrative Agent for the account of the Company requesting Borrower at the office of the Administrative Agent set forth in Section 11.2 not later than 12:00 noon on the relevant Borrowing Date requested by the Borrower, in funds immediately available to the Administrative Agent at such office. The amounts so made available to the Administrative Agent on such Borrowing Date will then, subject to the satisfaction of the terms and conditions of this Agreement, as determined by the Administrative Agent, be made available on such date to the Borrower by the Administrative Agent at the office of the Administrative Agent specified in Section 11.2 by crediting the account of the Borrower on the books of such office with the aggregate of said amounts received by the Administrative Agent. (c) Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by telecopy or other writing) that such Lender will not make available to the Administrative Agent either such Lender's Payment Office Revolving Commitment Percentage of the Revolving Loans requested, or the amount of its Term Loan requested, by 12:00 noon (Chicago time) the Borrower, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on the Borrowing Date requested by in accordance with this Section, provided that such Company in Same Day Funds and in Lender received notice of the requested currency Loans from the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its applicable portion of such Loans available to the Administrative Agent, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (i) to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of a Borrowing comprised of Loans the Borrower, the applicable interest rate set forth in DollarsSection 3.1 for ABR Advances, by 12:00 noon (Chicago time)and, (ii) in the case of such Lender, at a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds rate of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided interest per annum equal to the Agent by Federal Funds Rate for the first three days after the due date of such Company of like funds as payment until the date such payment is received by the AgentAdministrative Agent and the Federal Funds Rate plus 2% thereafter. Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Loan as part of the Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Loans. (d) After giving effect If a Lender makes a new Loan on a Borrowing Date on which the Borrower is to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect repay a Loan from such Lender, such Lender shall apply the proceeds of such new Loan to make such repayment, and only the excess of the proceeds of such new Loan over the Loan being repaid need be an Offshore Rate Loan.made available to the Administrative Agent. Credit Agreement ----------------

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Companythe Borrower's irrevocable written notice delivered to the Post-Petition Agent in the form of a Notice of Borrowing (which notice must be received by the Post-Petition Agent prior to 10:00 8:30 a.m. (Chicago New York time) (i) four (4) three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum TrancheAmount; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) in the case of a Borrowing comprised of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If , provided that if the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currencyone month. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Post-Petition Agent will promptly notify each Bank Lender thereof and of the amount of such BankTranche C Lender's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Tranche C Pro Rata Share of the Borrowing. (c) Each Bank Tranche C Lender will make the amount of its Tranche C Pro Rata Share of each Borrowing available to the Post-Petition Agent for the account of the Company requesting such Borrowing Borrower, at the Post-Petition Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company the Borrower in Same Day Funds and in the requested currency by 11:00 a.m. (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago New York time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Tranche C Loans -21- 27 will then be made available to such Company the Borrower by the Post-Petition Agent by wire transfer in accordance with written instructions provided to the Post-Petition Agent by such Company the Borrower of like funds as received by the Post-Petition Agent; provided that the Post-Petition Agent shall disburse such funds as it has received from the Tranche C Lenders to the Borrower, no later then 1:00 p.m. (New York time). (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) six different Interest Periods in effecteffect in respect of all Tranche C Loans together then outstanding. (e) During After giving effect to any Borrowing, the existence amount of a Default or Event of Default a Company may Tranche C Loans so made on any date shall not elect a Loan to be an Offshore Rate Loanexceed the combined Tranche C Commitments on such date.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. 12:00 noon (Chicago New York time) ) (i) four (4) three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Eurocurrency Loans; , and (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which (i) in the case of Base Rate Loans shall be in an aggregate minimum mount of $500,000 and (ii) in the case of Eurocurrency Loans shall be in an aggregate minimum amount not less than the Minimum Trancheof $500,000 or any multiple of $100,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) in the case of Eurocurrency Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Eurocurrency Loans, such Interest Period shall be three monthsone month; and (E) if such Loan is to be made as a Eurocurrency Loan in the case of a Borrowing comprised of Offshore Currency Loansan Alternative Currency, the Applicable Currencycurrency thereof; PROVIDED, HOWEVER, that with respect to any Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than 11:00 a.m. (New York time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof Lender of its receipt of any Notice of Borrowing for a Revolving Loan and of the amount of such BankLender's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank Subject to subsection (e) below, each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 2:00 p.m. (Chicago New York time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such the Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effecteffect for Eurocurrency Loans. (e) During If the existence Borrowing of a Default Eurocurrency Loan is requested in an Alternative Currency that is not commonly dealt with by a Lender or Event is in an interbank Eurocurrency market in which a Lender does not regularly participate, such Lender shall notify Agent and Agent shall make such Lender's Pro Rata share of Default such Borrowing and immediately upon the making of such Loan by Agent, such Lender (the "Participating Lender") shall be deemed to have irrevocably and unconditionally purchased and received from the Agent, without recourse or warranty, an undivided interest and participation in such Eurocurrency Loan equal to the Pro Rata Share of such Participating Lender and in any security therefor and guaranty pertaining thereto, but in no event greater than an amount which, when added to such Participating Lender's Pro Rata Share of all Revolving Loans and LC Obligations then outstanding exceeds such Participating Lender's Commitment. Whenever the Agent receives a Company may not elect a payment on account of any such Eurocurrency Loan, including interest thereon, the Agent shall promptly pay to the Participating Lender in immediately available funds an amount equal to such Participating Lender's Pro Rata Share. The Participating Lender shall have all rights and benefits with respect to its participation interest in such Eurocurrency Loan to be an Offshore Rate Loanas if it had made such Eurocurrency Loan directly, including under Sections 2 and 3 hereof.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's ’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must to be received by the Agent prior to 10:00 not later than 9:00 a.m. (Chicago San Francisco time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; Loans, and (iiiii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than of $10,000,000, in the Minimum Tranchecase of Offshore Rate Loans, or $5,000,000, in the case of Base Rate Loans, or in each case any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) in the case of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's ’s Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's ’s Payment Office by 12:00 noon (Chicago San Francisco time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by wire transfer in accordance crediting the account of the Company on the books of Bank of America with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) six different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Company's the applicable Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 11:00 a.m. (Chicago local time) (i) four (4) two Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Term SOFR Loans; , (ii) three (3) four Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Alternative Currency Loans denominated in Dollars; a currency specified in the definition of “Alternative Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if such Alternative Currency Loans are to be denominated in a currency not covered by the preceding clause (ii) above, and (iiiiv) on the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A) the amount of the such Borrowing, which shall (unless such Borrowing is being requested (or deemed to be in an aggregate requested) pursuant to Section 2.06(b) or Section 3.03(b)) be (1) a Dollar Equivalent amount not less than $5,000,000 (or such lesser amount agreed to by the Minimum TrancheAgent), and (2) a higher integral multiple of 500,000 units of the Applicable Currency; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow Class and the Type of Loans comprising the such Borrowing; (D) with respect to Term SOFR Loans or Alternative Currency Term Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the notice (and, if a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Term SOFR Loans or Alternative Currency Term Rate Loans, such Interest Period shall be one month); provided, that, if the applicable Borrower wishes to request Term SOFR Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, three months; andor six months (as applicable) as provided in the definition of “Interest Period”, the applicable Notice of Borrowing must be received by the Agent not later than 11:00 a.m. (local time) at least (1) four Business Days prior to the requested Borrowing Date, in the case of Term SOFR Loans, whereupon the Agent shall give prompt notice thereof to the applicable Lenders and determine whether the requested Interest Period is consented to by all of them (it being understood and agreed that, not later than 11:00 a.m. (local time), three Business Days prior to the requested Borrowing Date, the Agent shall notify the applicable Borrower (which notice may be by telephone) whether the requested Interest Period has been consented to by all of the applicable Lenders), (2) six Business Days prior to the requested Borrowing Date, in the case of Alternative Currency Loans denominated in a currency specified in the definition of “Alternative Currency” on the Effective Date, whereupon the Agent shall give prompt notice thereof to the applicable Lenders and determine whether the requested Interest Period is consented to by all of them (it being understood and agreed that, not later than 11:00 a.m. (local time), five Business Days prior to the requested Borrowing Date, the Agent shall notify the applicable Borrower (which notice may be by telephone) whether the requested Interest Period has been consented to by all of the applicable Lenders), and (3) two additional Business Days prior to the date on which a Notice of Borrowing is otherwise required to be delivered pursuant to this Section 2.03(a), in the case of Alternative Currency Loans to be denominated in a currency not specified in the definition of “Alternative Currency” on the Effective Date, whereupon the Agent shall give prompt notice thereof to the applicable Lenders and determine whether the requested Interest Period is consented to by all of them (it being understood and agreed that, not later than 11:00 a.m. (local time), on the Business Day immediately following such request, the Agent shall notify the applicable Borrower (which notice may be by telephone) whether the requested Interest Period has been consented to by all of the applicable Lenders); (E) in the case of with respect to a Borrowing comprised of Offshore Alternative Currency Loans, the Applicable CurrencyCurrency for such Borrowing; and (F) the identity of the Borrower requesting such Borrowing. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof applicable Lender of its receipt of any Notice of Borrowing and (i) in respect of Borrowings of any Class of Add-On Term Loans, the amount of each applicable Add-On Term Lender’s Add-On Term Percentage of such Borrowing, and (ii) in respect of Borrowings of Revolving Loans (other than Alternative Currency Loans to the extent covered by Section 2.08), (A) the amount of such Bank's Pro Rata Share Lender’s Revolving Percentage of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and (B) if such Borrowing is in an Alternative Currency, the Agent will, upon the determination of aggregate Dollar Equivalent amount of such Borrowing and the Borrowing as specified in applicable Spot Rate used by the Notice of Borrowing, promptly notify each Bank Agent to determine such aggregate Dollar Equivalent amount. The Agent shall also give the Company prompt notice of the exact amount of such Bank's Pro Rata Share matters referred to in clause (ii)(B) of the Borrowingpreceding sentence. (c) Each Bank Lender will make the amount of its Pro Rata Share Applicable Percentage of each Borrowing available to the Agent for the account of the Company requesting such Borrowing applicable Borrower at the Agent's ’s Payment Office by 12:00 noon 1:00 p.m. (Chicago local time) on the Borrowing Date and in the Applicable Currency requested by such Company Borrower in Same Day Funds and in to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such Company the applicable Borrower by the Agent at such office by wire transfer in accordance crediting the account of such Borrower on the books of Bank of America with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Lenders and in like funds as and when received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) 15 different Interest Periods in effect. (e) During Each Borrower hereby authorizes the existence Lenders and the Agent to accept Notices of a Default Borrowing based on telephonic notices made by any person or Event of Default a Company may not elect a Loan persons the Agent or any Lender in good faith believes to be acting on behalf of such Borrower. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an Offshore Rate Loanauthorized designee of such Borrower. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Agent and such Lender.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 (i) 10:30 a.m. (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) 11:30 a.m. (Chicago time) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) 10:30 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Loans, in any such case, specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (Div) the duration of the Interest Period applicable to such any Offshore Rate Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three monthsone month; and (Ev) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency; provided, however, that if so requested by the Administrative Agent, all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be, at the Borrower's option, Base Rate Loans or Offshore Rate Loans in Dollars for Interest Periods no longer than one month. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Bank's Pro Rata Share of the Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact Dollar Equivalent amount of such Bank's Pro Rata Share of the Borrowing. The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.05(a). (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such the Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), ) and (ii) in the case of a Borrowing in comprised of Offshore CurrencyCurrency Loans, by such time as the Administrative Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Administrative Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Administrative Agent by wire transfer the Banks and in accordance with written instructions provided to the Agent by such Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than five nine (59) different Interest Periods in effecteffect in the aggregate for all Loans. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated Loans; (ii) on the requested Borrowing Date, in Dollars; the case of Fixed Rate Loans, and (iii) on the requested Borrowing Date, in the case of Base Reference Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than the Minimum Trancheof $1,000,000 or any multiple of $500,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; provided that if the Notice of Borrowing fails to specify the type of Loan, the Loan shall be a Reference Rate Loan; and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Fixed Rate Loans or Offshore Rate Loans, such Interest Period shall be three months; and (E) in one day or one month, respectively. provided, however, that with respect to the case of a Borrowing comprised of Offshore Currency Loansto be made on the Closing Date, the Applicable CurrencyNotice of Borrowing shall be delivered to the Agent not later than 10:00 a.m. (Chicago time) one Business Day before the Closing Date and such Borrowing will consist of Reference Rate Loans only. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 2:00 p.m. (Chicago time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by wire transfer in accordance crediting the account of the Company on the books of BAI (or the commercial banking Affiliate of any successor agent appointed pursuant to Section 9.9 hereof, as applicable) with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject As a condition precedent to subsection 2.3(e) each Borrowing borrowing of Loans hereunder, the Borrower shall be made upon a Company's give the Administrative Agent an irrevocable written notice delivered to the Agent substantially in the form of a Notice EXHIBIT A-1 (i) in the case of Borrowing Tranche A Loan, on or prior to the Closing Date (which notice must be received by the Administrative Agent prior to 10:00 a.m. (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Datea.m., in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) New York City time on the requested Borrowing Closing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of Tranche B Loan, on any Business Day, at the option of the Borrower, during the Availability Period (which notice must be received by the Administrative Agent prior to 10:00 a.m., New York City time on such day), in each case specifying (1) that a Borrowing Loan is requested, (2) the aggregate amount to be borrowed, (3) the requested borrowing date (which shall be a Business Day), (4) whether the borrowing is to be of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, (5) if the borrowing is to be entirely or partly of Eurodollar Loans, the amounts of such Eurodollar Loans and the lengths of the initial Interest Periods therefore, (6) the number and the location of the account to which the proceeds are to be disbursed (consistent with the provisions of hereof) and (7) the details of the Notes to be issued. 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 Offshore CurrencySECTION 9.2 prior to 11:00 a.m., New York City time, on the date requested by such time as the Agent may specifyBorrower in funds immediately available to the Administrative Agent. The proceeds of all such Loans -21- 27 Such borrowing will then be made available to such Company the Borrower by the Administrative Agent by wire transfer subscription of the Notes in accordance with written instructions provided the manner specified by the Borrower in such Notice of Borrowing in the aggregate of the amounts made available to the Administrative Agent by such Company of the Lenders and in like funds as received by the Agent. Administrative Agent (d) After giving effect net of the Pre-Funded Interest and fees and expenses then due and payable (if any)). If the Borrower fails to any Borrowing, unless indicate the Agent shall otherwise consent, there may not be more than five (5) different initial Interest Periods in effectsuch notice, the Interest Period shall be one month. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(eEach Borrowing (other than an L/C Borrowing) each Borrowing shall be made upon a the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iiiii) on the date of the requested Borrowing Date, in the case of Base Rate Loans, specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than of $100,000, or any multiple of $10,000 in excess thereof, in the Minimum Tranchecase of Base Rate Loans, and $500,000, or any multiple of $100,000 in excess thereof, in the case of Offshore Rate Loans; (Bii) whether such Borrowing shall consist of Revolving Loans and/or Term Loans; (iii) the requested Borrowing Date, which shall be a Business Day; (Civ) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (Dv) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in PROVIDED, HOWEVER, that with respect to the case of a Borrowing comprised of Offshore Currency Loansto be made on the Closing Date, the Applicable CurrencyNotice of Borrowing shall be delivered to the Agent not later than 10:00 a.m. (Chicago time) on the Closing Date and such Borrowing will consist of Base Rate Loans only; and PROVIDED FURTHER, all Borrowings during the first 90 days following the Closing 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 no longer than one month. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 2:00 p.m. (Chicago time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by wire transfer in accordance crediting the account of the Company on the books of BAI with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Borrowing The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall be made upon a Company's give the Administrative Agent irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 Noon, Cleveland, Ohio time, (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (iia) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and Eurodollar Loans, or (iiib) on one (1) Business Day prior to the requested Borrowing Date, in the case of Base Rate ABR Loans), specifying: specifying (Ai) the amount and Type of the BorrowingLoans to be borrowed, which shall be in an aggregate amount not less than the Minimum Tranche; (Bii) the requested Borrowing Date, which shall be a Business Day; Date and (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (Eiii) in the case of a Borrowing comprised of Offshore Currency Eurodollar Loans, the Applicable Currency. (b) The Dollar Equivalent amount respective amounts of any Borrowing each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an Offshore Currency will be determined by amount equal to (x) in the Agent for 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 Borrowing on lesser amount) and (y) in the Computation Date therefor case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in accordance with subsection 2.5(a)excess thereof. Upon receipt of the any Notice of BorrowingBorrowing from the Borrower, the Administrative Agent will shall promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the BorrowingLender thereof. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share Applicable Percentage of each Borrowing borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing Borrower at the Agent's Payment Funding Office by prior to 12:00 noon (Chicago Noon, Cleveland, Ohio time) , on the Borrowing Date requested by such Company the Borrower in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAdministrative Agent. The proceeds of all such Loans -21- 27 Such borrowing will then be made available to such Company 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 wire transfer the Lenders and in accordance with written instructions provided to the Agent by such Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Borrowing shall The Borrower may borrow under the Commitments during the Commitment Period on any Business Day that an Advance may be made upon a Company's irrevocable written notice delivered requested pursuant to the terms of Section 5.2 of the Participation Agreement, provided, that the Borrower shall give the Agent in the form of a Notice of Borrowing irrevocable notice (which notice must be received by the Agent prior to 10:00 a.m. (Chicago 12:00 Noon, Charlotte, North Carolina time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) at least three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and Date specifying (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (Ai) the amount to be borrowed (which on any date shall not be in excess of the Borrowingthen Available Commitments), which shall be in an aggregate amount not less than the Minimum Tranche; (Bii) the requested Borrowing Date, which shall (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof, (iv) if the borrowing is to be a Business Day; (C) combination of Eurodollar Loans and ABR Loans, the name respective amounts of the Company proposing to borrow and the each Type of Loans comprising the Borrowing; Loan and (Dv) the duration of the Interest Period applicable to such Loans included in such noticeeach Eurodollar Loan. If Pursuant to the Notice of Borrowing fails to specify the duration terms of the Interest Period for any Borrowing comprised of Offshore Rate LoansParticipation Agreement, such Interest Period the Borrower shall be three months; and (E) in deemed to have delivered such notice upon the case delivery of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined notice by the Construction Agent for or the Lessee containing such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a)required information. Upon receipt of any such notice from the Notice of BorrowingBorrower, the Agent will shall promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the BorrowingLender thereof. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share pro rata share of each Borrowing borrowing available to the Agent for the account of the Company requesting such Borrowing Borrower at the Agent's Payment Office by office of the Agent specified in Section 9.2 prior to 12:00 noon (Chicago Noon, Charlotte, North Carolina time) , on the Borrowing Date requested by such Company the Borrower in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 Such borrowing will then be made available to such Company the Borrower by the Agent crediting an account designated, subject to Section 9.1 of the Participation Agreement, by wire transfer in accordance the Borrower on the books of such office with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Lenders and in like funds as received by the Agent. 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. (db) After giving effect Interest accruing on each Loan during the Construction Period with respect to any BorrowingProperty shall, unless subject to the Agent 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 and Construction Loan Property Cost shall otherwise consent, there may not be more than five (5) different Interest Periods in effectincreased by the amount of interest added to the Loans. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 11:00 a.m. (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in DollarsLoans; and (iiiii) on the requested Borrowing Date, in the case of Base Rate Loans, ) specifying: (A) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche$2,500,000 or a higher multiple of $1,000,000; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Committed Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Rate Loans, the Applicable Currencyduration of the Interest Period therefor; and provided that with respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than 9:00 a.m. (Chicago time) one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such the Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago timeTime), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by wire transfer in accordance crediting the account of the Company on the books of BofA with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Lenders and in like funds as received by the Agent. (dc) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) 10 different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. Whenever the Borrower desires an Advance under the Revolving Commitment, it shall give Agent telegraphic, telex, facsimile or telephonic notice (a"Notice of Borrowing") Subject to subsection 2.3(e) each of such requested Advance, which in the case of telephonic notice, shall be promptly confirmed in writing. Each Notice of Borrowing shall be made upon a Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must Exhibit "A" attached hereto and shall be received by the Agent prior to 10:00 not later than 11:00 a.m. (Chicago Toronto, Canada time) , (i) four one Business Day prior to the Borrowing Date in the case of Prime Rate Loans, or (4ii) two Business Days prior to the requested any proposed Borrowing Date, Date in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base BA Rate Loans, specifying: . Each Notice of Borrowing shall specify (Ai) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; Borrowing Date (B) the requested Borrowing Date, which shall be a Business Day; ), (Cii) the name principal amount to be borrowed, (iii) the portion of the Company proposing to borrow Advance constituting Prime Rate Loans and/or BA Rate Loans and the Type of Loans comprising the Borrowing; (Div) the duration if any portion of the Interest Period applicable proposed Advance is 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 constitute BA Rate Loans, such the initial Interest Period selected by Borrower pursuant to Section 4 hereof to be applicable thereto. Upon receipt of such Notice, Agent shall be three monthsadvise each Lender thereof; and provided, that if the Lenders have received at least one (E1) day's notice of such Advance prior to funding of a Prime Rate Loan, or at least two (2) days' notice of each Advance prior to funding in the case of a BA Rate Loan, each Lender shall provide Agent at its office at BCE Place, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ M5J 2SI, not later than 1:00 p.m., Toronto, Canada time, on the Borrowing comprised Date, in immediately available funds, its Pro Rata share of Offshore Currency Loansthe 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., Toronto, Canada time, on the Borrowing Date, Agent shall make available to the Borrower at the same office, in like funds, the Applicable Currency. (b) The Dollar Equivalent aggregate amount of such requested Advance. Neither Agent nor any Lender shall incur any liability to the Borrower in acting upon any Notice of Borrowing referred to above which Agent or such Lender believes in an Offshore Currency will be determined good faith to have been given by the Agent 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 Borrowing on the Computation Date therefor funds being made available to Borrower in accordance with subsection 2.5(a). Upon receipt of the Notice of Borrowingthis Agreement, pursuant to any such Notice, the Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the BorrowingBorrower shall have effected Advances hereunder. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Borrowing The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall be made upon a Company's give the Administrative Agent irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 Noon, Cleveland, Ohio time, (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (iia) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and Eurodollar Loans, or (iiib) on one (1) Business Day prior to the requested Borrowing Date, in the case of Base Rate ABR Loans), specifying: specifying (Ai) the amount and Type of the BorrowingLoans to be borrowed, which shall be in an aggregate amount not less than the Minimum Tranche; (Bii) the requested Borrowing Date, which shall be a Business Day; Date and (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (Eiii) in the case of a Borrowing comprised of Offshore Currency Eurodollar Loans, the Applicable Currency. (b) The Dollar Equivalent amount respective amounts of any Borrowing each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an Offshore Currency will be determined by amount equal to (x) in the Agent for 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 Borrowing on lesser amount) and (y) in the Computation Date therefor case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in accordance with subsection 2.5(a)excess thereof. Upon receipt of the any Notice of BorrowingBorrowing from the Borrower, the Administrative Agent will shall promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the BorrowingLender thereof. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share Borrowing Base Commitment Percentage of each Borrowing borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing Borrower at the Agent's Payment Funding Office by prior to 12:00 noon (Chicago noon, Cleveland, Ohio time) , on the Borrowing Date requested by such Company the Borrower in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAdministrative Agent. The proceeds of all such Loans -21- 27 Such borrowing will then be made available to such Company 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 wire transfer the Lenders and in accordance with written instructions provided to the Agent by such Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a ----------------------- the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Agent prior to 10:00 a.m. (Chicago time) (i) four in the case of Offshore Rate Loans, 9:00 a.m. (4San Francisco time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; Date and (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, 9:00 a.m. (San Francisco time) on the requested Borrowing Date, specifying: : (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than the Minimum Tranche; of $10,000,000 or any multiple of $5,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; ; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; ; and (D) the duration of the Interest Period applicable to such Loans included in such notice. If notice (if the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) one month). After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than six different Interest Periods in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currencyeffect. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of the that Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 11:00 a.m. (Chicago San Francisco time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by crediting the account of the Company on the books of BofA (or any successor Agent pursuant to Section 9.09) with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent or, if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by such the Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. (Chicago time) (i) four two (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (32) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in DollarsLoans; and (iiiii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than the Minimum Trancheof $500,000 or any multiple of $100,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) with respect to Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in the case amount of a Borrowing comprised of Offshore Currency the requested Loans comprising Tranche A Loans and Tranche B Loans, the Applicable Currencyrespectively. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank thereof Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing at the Administrative Agent's Payment Office by 12:00 noon 1:00 p.m. (Chicago time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAdministrative Agent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Administrative Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent or by wire transfer in accordance with written instructions provided to the Agent by such Company directions of like funds as received by the AgentCompany. (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than five six (56) different Interest Periods in effect. (e) During The Company hereby authorizes the existence Lenders and the Administrative Agent to accept Notices of a Default Borrowing based on telephonic notices made by any person or Event of Default a Company may not elect a Loan persons the Administrative Agent or any Lender believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an Offshore Rate Loanauthorized designee. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing of Revolving Loans shall be made upon a the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. (Chicago 12:00 noon New York City time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in DollarsLoans; and (iiiii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than the Minimum Trancheof $5,000,000 or any integral multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) the duration of the Interest Period Period, if any, applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in . PROVIDED, HOWEVER, that with respect to the case of a Borrowing comprised of Offshore Currency Loansto be made on the Closing Date, the Applicable CurrencyNotice of Borrowing shall be delivered to the Agent not later than 12:00 noon (New York City time) one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 1:00 p.m. (Chicago New York City time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by wire transfer in accordance 1:30 p.m. by crediting the account of the Company on the books of BofA with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) ten different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing by a Borrower shall be made upon a Companysuch Borrower's irrevocable written notice in substantially the form attached hereto as EXHIBIT A (or telephonic notice promptly confirmed in writing) delivered to the Agent Bank in the form of a Notice of Borrowing (which notice must be received by the Agent Bank prior to 10:00 10:30 a.m. (Chicago time) (i) four three (43) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three two (32) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Reference Rate Loans), specifying: (A) the name of such Borrower; (B) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (BC) the requested Borrowing Date, which shall be a Business Day; (CD) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (DE) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three monthsone month; and (EF) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Agent Bank for such Borrowing on the Computation Date therefor in accordance with subsection SUBSECTION 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company the applicable Borrower by the Agent Bank by crediting the account of such Borrower on the books of the Bank or by wire transfer in accordance with written instructions provided to the Agent Bank by such Company of like funds as received by the AgentBorrower in Same Day Funds. (d) After giving effect to any BorrowingBorrowing and Quoted Rate Interest Periods, unless the Agent shall otherwise consentin aggregate, there may not be more than five eight (5) 8) different Interest Periods in effecteffect at any one time. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject The Company may borrow under the Revolving Credit Commitments on any Business Day, PROVIDED that, with respect to subsection 2.3(e) each Borrowing any borrowing, the Company shall be made upon a Company's give the Administrative Agent irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 noon (Chicago or, with respect to Swing Line Loans, 3:00 p.m.), New York City time) ), (i) four (4) three Business Days prior to the requested Borrowing DateDate if all or any part of the Loans are to be Eurodollar Loans and (ii) one Business Day prior to the requested Borrowing Date (or, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to Swing Line Loans and, if the requested Borrowing Effective Date occurs on the date this Agreement is executed and delivered, Loans made on the Effective Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in ) if the case borrowing is to be solely of Alternate Base Rate Loans, specifying: ) and specifying (A) the amount of the Borrowingborrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Datewhether such Loans are initially to be Eurodollar Loans or Alternate Base Rate Loans or a combination thereof, which shall be a Business Day; (C) if the name of borrowing is to be entirely or partly Eurodollar Loans, the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration length of the Interest Period for any such Eurodollar Loans and (D) whether the Loan is a Term Loan, a Swing Line Loan or a Revolving Credit Loan. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender. Not later than 12:00 noon, New York City time, on the Borrowing comprised Date specified in such notice, each Lender shall make available to the Administrative Agent at the office of Offshore Rate Loans, the Administrative Agent specified in subsection 11.2 (or at such Interest Period shall be three months; and (Eother location as the Administrative Agent may direct) an amount in immediately available funds equal to the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency the Loan to be made by such Lender (except that proceeds of Swing Line Loans will be determined by made available to the Agent for such Borrowing on the Computation Date therefor Company in accordance with subsection 2.5(a3.4(a)). Upon receipt of Loan proceeds received by the Notice of Borrowing, the Administrative Agent will hereunder shall promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing be made available to the Agent for Company by the Administrative Agent's crediting the account of the Company requesting such Borrowing Company, at the Agent's Payment Office office of the Administrative Agent specified in subsection 11.2, with the aggregate amount actually received by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds Administrative Agent from the Lenders and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Administrative Agent. (db) After Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect to any Borrowingthereto, unless (i) the Agent aggregate principal amount of all Eurodollar Loans having the same Interest Period shall otherwise consent, there may not be less than $2,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) no more than five (5) different sixteen Interest Periods shall be in effecteffect at any one time. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject In order to subsection 2.3(e) each Borrowing effect a borrowing hereunder, the Borrower shall be made upon a Company's irrevocable written give notice delivered to the Agent in the form of Administrative Agent, which may be given by: (A) telephone or (B) a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 1:00 P.M., New York City time, (Chicago timea) (i) four (4) three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; Eurodollar Loans (iior, in the case of Term A-1 Loans and Revolving Loans on the Amendment No. 2 Effective Date, one Business Day), or (b) three (3) one Business Days Day prior to the requested Borrowing Date, in the case of Offshore Rate ABR Loans) (provided that any such Notice of Borrowing of ABR Loans denominated in Dollars; under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 1:00 P.M. New York City time, on the date of the proposed borrowing and, provided, further, that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing), specifying (i) the Class of Loan to be borrowed, (ii) the amount and Type of Loans to be borrowed, (iii) on the requested Borrowing Date, Date and (iv) in the case of Base Rate Eurodollar Loans, specifying: (A) the amount respective amounts of each such Type of Loan and the respective lengths of the Borrowing, which initial Interest Period therefor. Each borrowing (other than a borrowing of Term A-1 Loans on the Amendment No. 2 Effective Date) shall be in an aggregate amount not less than the Minimum Tranche; equal to (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (Ex) in the case of a Borrowing comprised of Offshore Currency ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the Applicable Currency. then aggregate relevant Available Revolving Commitments are less than $5,000,000, such lesser amount) and (by) The Dollar Equivalent amount in the case of any Borrowing Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in an Offshore Currency will be determined by excess thereof; provided, that the Agent for such Borrowing Swingline Lender may request, on behalf of the Computation Date therefor Borrower, borrowings under the Revolving Commitments that are ABR Loans in accordance with subsection 2.5(a)other amounts pursuant to Section 2.5. Upon receipt of the any Notice of BorrowingBorrowing from the Borrower, the Administrative Agent will shall promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowingrelevant Lender thereof. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank relevant Lender will make the amount of its Pro Rata Share pro rata share of each Borrowing 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 Company requesting such Borrowing Borrower at the Agent's Payment Funding Office prior to 10:00 A.M., New York City time (or 2:00 P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments required by 12:00 noon (Chicago time) Section 3.5), on the Borrowing Date requested by such Company the Borrower in Same Day Funds and funds immediately available to the Administrative Agent; provided that, in the requested currency 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 (ior 2:30 P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5) on the relevant -41- Borrowing Date, the Borrower shall be deemed to have provided notice to the Swingline Lender in accordance with Section 2.5 requesting a Swingline Loan in an amount equal to the case aggregate amount of a Borrowing comprised any such shortfall, rounded up to the applicable whole multiple of Loans $500,000 (but in Dollarsno event exceeding, by 12:00 noon together with all outstanding Swingline Loans, the Swingline Commitment). Such borrowing (Chicago time), (iiincluding any such Swingline Loan) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 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 such Company 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 wire transfer the relevant Lenders and in accordance with written instructions provided to the Agent by such Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject The Borrower shall give the Administrative Agent prior written notice of the date of disbursement of the Term Loans at its Notice Office by Noon (New York City time) at least two (2) Business Days prior to subsection 2.3(ethe Closing Date if the requested Term Loans consist of Eurodollar Loans (or by Noon (New York City time) each Borrowing at least one (1) Business Day prior to the Closing Date if the requested Term Loans shall consist strictly of Base Rate Loans) which notice shall be made upon a Company's irrevocable written notice delivered to and shall be given by the Agent Borrower substantially in the form of Exhibit A-1 hereto, appropriately completed to specify (a) the aggregate principal amount of the Term Loans to be made on such date, (b) the date of disbursement of the Term Loans and (c) whether such Term Loans shall consist of Base Rate Loans or Eurodollar Loans. Unless the Borrower shall have provided a Notice copy of Borrowing the notice of borrowing directly to each Term Lender contemporaneously with the notice provided to the Administrative Agent and identified therein each Term Lender’s proportionate share of the Term Loans to be made, the Administrative Agent shall promptly give each Term Lender notice of the proposed Borrowing, of such Term Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the notice of borrowing. (b) 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 (which notice must be received by the Administrative Agent prior to 10:00 a.m. Noon (Chicago New York City time) ), (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and Eurodollar Loans, or (iiib) on one (1) Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans) (provided that any such notice of a Borrowing of Base Rate Loans under the Revolving Facility to finance payments required by Section 2.20(d) may be given not later than Noon(New York City time) on the date of the proposed Borrowing), specifying: specifying (Ai) the amount and Type of the BorrowingRevolving Loans to be borrowed, which shall be in an aggregate amount not less than the Minimum Tranche; (Bii) the requested Borrowing Date, which shall be a Business Day; Date and (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (Eiii) in the case of a Borrowing comprised of Offshore Currency Eurodollar Loans, the Applicable Currency. respective amounts of each such Type of Revolving Loan and the respective lengths of the initial Interest Period therefor. Any Revolving Loans made on the Closing Date shall initially be Base Rate Loans. Each Borrowing under the Revolving Commitments (bother than a Borrowing under the Revolving Facility to finance payments required by Section 2.20(d)) The Dollar Equivalent amount of any Borrowing shall be in an Offshore Currency will be determined by amount equal to $500,000 or an integral multiple of $250,000 in excess thereof (or, if the Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loansthen aggregate Available Revolving Commitments are less than $500,000, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowinglesser amount). (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (ai) Subject to subsection 2.3(e) each Each Borrowing by the Borrowers shall be made upon a Company's irrevocable written notice of the Authorized Representative on behalf of the Borrowers (which notice shall be deemed a notice by all the Borrowers of such Borrowing) delivered to the Agent in the form of a Notice of Borrowing substantially in the form of Exhibit E or another form acceptable to the Agent (each, a “Notice of Borrowing”), which notice must be received by the Agent prior to 10:00 a.m. (Chicago time) (i) four prior to 12:00 noon (4New York City time) three Business Days prior to the requested Borrowing Funding Date, in the case of Offshore Currency Loans; LIBOR Rate Loans and (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) no later than 12:00 noon on the requested Borrowing Funding Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing (which Borrowing, which in the case of a request for a LIBOR Rate Loan, shall be in the amount of $1,000,000 or an aggregate amount not less than the Minimum Trancheintegral multiple of $1,000,000 in excess thereof); (B) the requested Borrowing Funding Date, which shall be a Business Day; (C) whether the name of the Company proposing Revolving Loans requested are to borrow be Base Rate Loans or LIBOR Revolving Loans (and the Type of Loans comprising the Borrowing;if not specified, it shall be deemed a request for a Base Rate Loan); and (D) the duration of the Interest Period applicable if the requested Revolving Loans are to such Loans included in such noticebe LIBOR Revolving Loans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore LIBOR Rate Loans, such Interest Period shall be three monthsone month; and (E) in provided, however, that with respect to the case new Borrowings to be made on the Effective Date, such Borrowings will consist of a Borrowing comprised of Offshore Currency Loans, the Applicable CurrencyBase Rate Loans only. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five eight (5) 8) different Interest Periods in effecteffect for the Borrowers in the aggregate. (eiii) During With respect to any request for Base Rate Loans, in lieu of delivering the existence above-described Notice of Borrowing, the Authorized Representative on behalf of the Borrowers may give the Agent telephonic notice of such request by the required time with such telephonic notice to be confirmed in writing within 24 hours of the giving of such notice but the Agent shall be entitled to rely on the telephonic notice in making such Revolving Loans. The Agent acknowledges that Notices of Borrowing previously received from the Borrowers in connection with the Existing Loan Agreement shall remain in effect unless changed by the Borrowers prior to the Effective Date. (iv) The Borrowers shall have no right to request a LIBOR Rate Loan while a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loanhas occurred and is continuing.

Procedure for Borrowing. (ai) Subject to subsection 2.3(e) each Each Borrowing of a Revolving Loan shall be made upon a Company's an irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (from the Borrowers' Agent to the Lenders' Agent, which notice Notice of Borrowing must be received by the Lenders' Agent prior to 10:00 a.m. not later than (1) 12:00 noon, Chicago time) (i) four (4) , three Business Days prior to the requested Borrowing Date, Funding Date in the case of Offshore Currency Loans; LIBOR Rate Loans and (ii2) three (3) Business Days prior to 12:00 noon, Chicago time, on the requested Borrowing Date, Funding Date in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Reference Rate Loans, specifying: (A) that the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Trancherequested Loan is a Revolving Loan; (B) the amount of such Borrowing which, in the case of LIBOR Revolving Loans, shall be in an amount not less than one million dollars ($1,000,000) and in an integral multiple of one hundred thousand dollars ($100,000) in excess thereof; (C) the requested Borrowing Funding Date, which shall be a Business Day; (CD) whether the name of the Company proposing Revolving Loans requested are to borrow be Reference Rate Revolving Loans or LIBOR Revolving Loans (and the Type of Loans comprising the Borrowing;if not specified, it shall be deemed a request for a Reference Rate Revolving Loan); and (DE) the duration of the Interest Period applicable if the requested Revolving Loans are to such Loans included in such noticebe LIBOR Revolving Loans. If the such a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate LIBOR Revolving Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currencyone month. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consentBorrowing (whether in respect of Revolving Loans or Term Loans), there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject Each Borrowing of Revolving Loans (other than a Borrowing of Revolving Loans pursuant to subsection 2.3(eSection 3.03(b)) each Borrowing shall be made upon a Companythe Borrower's irrevocable written notice delivered to the Administrative Agent in accordance with Section 12.02 in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. (Chicago time) (i) four prior to 11:30 a.m. (4New York City time) not less than three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; Eurodollar Loans and (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and 11:30 a.m. (iiiNew York City time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount not less than the Minimum Trancheof $1,000,000 or any multiple of $50,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the name Borrowing is to be comprised of the Company proposing to borrow and the Type of Eurodollar Loans comprising the Borrowing;or Base Rate Loans; and (D) the duration of the Interest Period Period, if any, applicable to such Revolving Loans included in such notice. If the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Eurodollar Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currencyone month. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank of the contents thereof and of the amount of such Bank's Pro Rata Share Revolving Commitment Percentage of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the requested Borrowing. (c) Each Bank will make the amount of its Pro Rata Share Revolving Commitment Percentage of each Borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing Borrower at the Administrative Agent's Payment Office by 12:00 noon 2:00 p.m. (Chicago New York City time) on the Borrowing Date requested by such Company the Borrower in Same Day Funds and in funds immediately available to the requested currency (i) in Administrative Agent. Unless any applicable condition of Article V has not been satisfied, the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Revolving Loans -21- 27 (other than Revolving Loans made pursuant to Section 3.03(b)) will then be made available to such Company the Borrower by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by such Company of like funds as received by the AgentBorrower. (d) Upon the occurrence and during the continuance of any Specified Default, the Borrower shall not have the right to elect (and shall not elect) to have a Revolving Loan be made as a Eurodollar Loan. (e) After giving effect to any Borrowing, unless the Agent there shall otherwise consent, there may not be more than five (5) eight different Interest Periods in effecteffect in respect of all Revolving Loans. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. Whenever the Borrower desires an Advance under the Revolving Commitment, it shall give Agent telegraphic, telex, facsimile or telephonic notice (a"Notice of Borrowing") Subject to subsection 2.3(e) each of such requested Advance, which in the case of telephonic notice, shall be promptly confirmed in writing. Each Notice of Borrowing shall be made upon a Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must Exhibit "A" attached hereto and shall be received by the Agent prior to 10:00 not later than 11:00 a.m. (Chicago Toronto, Canada time) , (i) four one Business Day prior to the Borrowing Date in the case of Prime Rate Loans, or (4ii) two Business Days prior to the requested any proposed Borrowing Date, Date in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base BA Rate Loans, specifying: . Each Notice of Borrowing shall specify (Ai) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; Borrowing Date (B) the requested Borrowing Date, which shall be a Business Day; ), (Cii) the name principal amount to be borrowed, (iii) the portion of the Company proposing to borrow Advance constituting Prime Rate Loans and/or BA Rate Loans and the Type of Loans comprising the Borrowing; (Div) the duration if any portion of the Interest Period applicable proposed Advance is 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 constitute BA Rate Loans, such the initial Interest Period selected by Borrower pursuant to Section 4 hereof to be applicable thereto. Upon receipt of such Notice, Agent shall be three monthsadvise each Lender thereof; and provided, that if the Lenders have received at least one (E1) day's notice of such Advance prior to funding of a Prime Rate Loan, or at least two (2) days' notice of each Advance prior to funding in the case of a BA Rate Loan, each Lender shall provide Agent at its office at BCE Place, 161 ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ 2SI, not later than 1:00 p.m., Toronto, Canada time, on the Borrowing comprised Date, in immediately available funds, its Pro Rata share of Offshore Currency Loansthe 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., Toronto, Canada time, on the Borrowing Date, Agent shall make available to the Borrower at the same office, in like funds, the Applicable Currency. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof and of the aggregate amount of such Bank's Pro Rata Share of requested Advance. Neither Agent nor any Lender shall incur any liability to the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, Borrower in acting upon the determination of Dollar Equivalent amount of the Borrowing as specified in the any Notice of Borrowing, promptly notify each Bank of the exact amount of Borrowing referred to above which Agent or such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.Lender

Procedure for Borrowing. (a) Subject The Borrower may borrow under the Commitments on any Business Day, provided that, with respect to subsection 2.3(e) each Borrowing any borrowing, the Borrower shall be made upon a Company's give the Administrative Agent irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 noon (Chicago or, with respect to Swing Line Loans, 3:00 p.m.), New York City time) , (i) four (4) three Business Days prior to the requested Borrowing DateDate if all or any part of the Loans are to be Eurodollar Loans and (ii) one Business Day prior to the requested Borrowing Date (or, in the case of Offshore Currency Swing Line Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in ) if the case borrowing is to be solely of Alternate Base Rate Loans, specifying: ) and specifying (A) the amount of the Borrowingborrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Datewhether such Loans are initially to be Eurodollar Loans or Alternate Base Rate Loans or a combination thereof, which shall be a Business Day; (C) if the name of borrowing is to be entirely or partly Eurodollar Loans, the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration length of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and Eurodollar Loans and (ED) in whether the case of Loan is a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) 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 subsection 2.5(a)Swing Line Loan or Revolving Credit Loan. Upon receipt of such notice the Notice of Borrowing, the Administrative Agent will shall promptly notify each Bank thereof and affected Lender thereof. Not later than 12:00 noon, New York City time, on the Borrowing Date specified in such notice, each affected Lender shall make available to the Administrative Agent at the office of the Administrative Agent specified in Section 10.2 (or at such other location as the Administrative Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by such Bank's Pro Rata Share Lender (except that proceeds of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice Swing Line Loans will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing be made available to the Borrower in accordance with Section 2.4(a)). Loan proceeds received by the Administrative Agent for hereunder shall promptly be made available to the Borrower by the Administrative Agent’s crediting the account of the Company requesting such Borrowing Borrower, at the Agent's Payment Office office of the Administrative Agent specified in Section 10.2, with the aggregate amount actually received by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds Administrative Agent from the Lenders and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Administrative Agent. (db) After Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect to any Borrowingthereto, unless (i) the Agent aggregate principal amount of all Eurodollar Loans having the same Interest Period shall otherwise consent, there may not be less than $500,000 or a whole multiple of $100,000 in excess thereof and (ii) no more than five (5) different ten Interest Periods shall be in effecteffect at any one time. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Borrowing The Borrower may borrow under the Commitments during the Commitment Period on any Banking Day, provided that the Borrower shall be made upon a Company's give the Administrative Agent irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. (11:00 a.m., Chicago time) (i) four (4) Business , three Banking Days prior to the requested Borrowing Date), in the case of Offshore Currency Loans; specifying (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (Ai) the amount of the Borrowingto be borrowed, which shall be in an aggregate amount not less than the Minimum Tranche; (Bii) the requested Borrowing Date, which (iii) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof, (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amounts of each such Type of Loan and the lengths of the initial interest Periods therefor and (v) for what purpose the proceeds of the borrowing will be used. Each borrowing under the Commitments shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loansan amount, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency both Eurodollar Loans and Base Rate Loans, not less than the Applicable Currency. lesser of (bx) The Dollar Equivalent amount $1,000,000 or a whole multiple of any Borrowing $100,000 in an Offshore Currency will be determined by excess thereof and (y) the Agent for such Borrowing Maximum Available Commitment on the Computation Date therefor in accordance with subsection 2.5(a)date of such borrowing. Upon receipt of any such notice from the Notice of BorrowingBorrower at or prior to 11:00 a.m., Chicago time, the Administrative Agent will shall promptly notify each Bank Lender thereof and no later than 2:00 p.m. on that day. Upon receipt of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, any such notice will provide from the amount of each Bank's Pro Rata Share of Borrower after 11:00 a.m. Chicago time, the Borrowing, and the Administrative Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, shall promptly notify each Bank of Lender thereof no later than noon, Chicago time, on the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) immediately following Banking Day. Each Bank 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 Company requesting such Borrowing Borrower at the Agent's Payment Office by 12:00 noon (office of the Administrative Agent specified in Section 10.2 prior to 10:00 a.m., Chicago time) , on the Borrowing Date requested by such Company the Borrower in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAdministrative Agent. The proceeds of all such Loans -21- 27 Such borrowing will then be made available to such Company 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 wire transfer the Lenders and in accordance with written instructions provided to the Agent by such Company of like funds as received by the Administrative Agent. (db) After Prior to giving effect a notice of borrowing pursuant to any Borrowingclause (a) of this Section, unless the Borrower may contact the Administrative Agent in order to obtain indicative quotes of applicable Eurodollar Rates. During normal business hours on Banking Days, the Administrative Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effectmake a designated officer available by telephone to quote such Eurodollar Rates to the Borrower. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each The Borrower may on any Business Day, borrow under the Aggregate Commitments during the Commitment Period, provided that the Borrower shall notify the Agent by the delivery of a Borrowing Request, which shall be made upon a Company's sent by telecopy and shall be irrevocable written notice delivered (confirmed promptly, and in any event within five Business Days, by the delivery to the Agent in the form of a Notice of Borrowing (which notice must be received Request manually signed by the Agent prior to 10:00 a.m. (Chicago time) (i) four (4) Borrower), no later than: 11:00 a.m., three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Eurodollar Advances, or one Business Days Day prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing DateABR Advances, in the case of Base Rate Loans, specifying: specifying (A) the aggregate principal amount of to be borrowed under the BorrowingAggregate Commitments, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name whether such borrowing is to consist of the Company proposing to borrow one or more Eurodollar Advances, ABR Advances, or a combination thereof, and the Type of Loans comprising the Borrowing; (D) if such borrowing is to consist of one or more Eurodollar Advances, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration length of the Interest Period for any each such Eurodollar Advance. Each (i) Eurodollar Advance to be made on a Borrowing comprised of Offshore Rate LoansDate, when aggregated with all amounts to be converted to a Eurodollar Advance on such date and having the same Interest Period as such first Eurodollar Advance, shall be three months; and equal no less than $2,000,000 or such amount plus a whole multiple of $100,000 in excess thereof, and (Eii) ABR Advance made on each Borrowing Date shall equal no less than $500,000 or such amount plus a whole multiple of $100,000 in the case of a Borrowing comprised of Offshore Currency Loansexcess thereof or, if less, the Applicable CurrencyAvailable Commitment Amount. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowingeach Borrowing Request, the Agent will shall promptly notify each Bank thereof and Lender thereof. Subject to its receipt of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified referred to in the Notice of Borrowingpreceding sentence, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share Commitment Percentage of each Borrowing the requested Loans available to the Agent for the account of the Company requesting such Borrowing Borrower at the Agent's Payment Office by office of the Agent set forth in Section 11.2 not later than 12:00 noon (Chicago time) on the relevant Borrowing Date requested by such Company the Borrower, in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as funds immediately available to the Agent may specifyat such office. The proceeds amounts so made available to the Agent on such Borrowing Date will then, subject to the satisfaction of all such Loans -21- 27 will then the terms and conditions of this Agreement, as determined by the Agent, be made available on such date to such Company the Borrower by the Agent by wire transfer in accordance with written instructions provided to at the office of the Agent specified in Section 11.2 by crediting the account of the Borrower on the books of such Company office with the aggregate of like funds as said amounts received by the Agent. (dc) After giving effect to any Borrowing, unless Unless the Agent shall otherwise consenthave received prior notice from a Lender (by telephone or otherwise, there such notice to be promptly confirmed by telecopy or other writing) that such Lender will not make available to the Agent such Lender's Commitment Percentage of the Loans requested by the Borrower, the Agent may assume that such Lender has made such share available to the Agent on the Borrowing Date in accordance with this Section, provided that such Lender received notice of the requested Loans from the Agent, and the Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Loans available to the Agent, such Lender and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate set forth in Section 3.1 for ABR Advances, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment until the date such payment is received by the Agent and the Federal Funds Rate plus 2% thereafter. Such payment by the Borrower, however, shall be more than five (5) different Interest Periods in effectwithout prejudice to its rights against such Lender. If such Lender shall pay to the Agent such corresponding amount, such amount so paid shall constitute such Lender's Loan as part of the Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Loans. (ed) During If a Lender makes a new Loan on a Borrowing Date on which the existence of a Default or Event of Default a Company may not elect Borrower is to repay a Loan from such Lender, such Lender shall apply the proceeds of such new Loan to make such repayment, and only the excess of the proceeds of such new Loan over the Loan being repaid need be an Offshore Rate Loanmade available to the Agent.

Procedure for Borrowing. (a) Subject The Company may borrow under the Commitments on any Business Day, PROVIDED that, with respect to subsection 2.3(e) each Borrowing any borrowing, the Company shall be made upon a Company's give the Administrative Agent irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 noon (Chicago or, with respect to Swing Line Loans, 1:00 p.m.), New York City time) , (i) four (4) three Business Days prior to the requested Borrowing DateDate if all or any part of the Loans are to be Eurodollar Loans and (ii) one Business Day prior to the requested Borrowing Date (or, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to Swing Line Loans and, if the requested Borrowing Closing Date occurs on the date this Agreement is executed and delivered, Loans made on the Closing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in ) if the case borrowing is to be solely of Alternate Base Rate Loans, specifying: ) and specifying (A) the amount of the Borrowingborrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Datewhether such Loans are initially to be Eurodollar Loans or Alternate Base Rate Loans or a combination thereof, which shall be a Business Day; (C) if the name of borrowing is to be entirely or partly Eurodollar Loans, the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration length of the Interest Period for any such Eurodollar Loans and (D) whether the Loan is a B Term Loan, C Term Loan, Revolving Credit Loan, Receivables Financing Loan or a Swing Line Loan. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender. Not later than 12:00 noon, New York City time, on the Borrowing comprised Date specified in such notice, each Lender with a Commitment of Offshore Rate Loans, the respective Tranche shall make available to the Administrative Agent at the office of the Administrative Agent specified in subsection 12.2 (or at such Interest Period shall be three months; and (Eother location as the Administrative Agent may direct) an amount in immediately available funds equal to the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency the Loan to be made by such Lender (except that proceeds of Swing Line Loans will be determined by made available to the Agent for such Borrowing on the Computation Date therefor Company in accordance with subsection 2.5(a3.4(a)). Upon receipt of Loan proceeds received by the Notice of Borrowing, the Administrative Agent will hereunder shall promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing be made available to the Agent for Company by the Administrative Agent's crediting the account of the Company requesting such Borrowing Company, at the Agent's Payment Office office of the Administrative Agent specified in subsection 12.2, with the aggregate amount actually received by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds Administrative Agent from the Lenders and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Administrative Agent. (db) After Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect to any Borrowingthereto, unless (i) the Agent aggregate principal amount of all Eurodollar Loans having the same Interest Period shall otherwise consent, there may not be less than $2,000,000 or a whole multiple of $1,000,000 (or, solely in the case of Receivables Financing Loans, $1,000,000 or a whole multiple of $100,000) in excess thereof and (ii) no more than five (5) different twenty Interest Periods shall be in effecteffect at any one time. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Administrative Agent prior to 10:00 9:00 a.m. (Chicago San Francisco time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in DollarsLoans; and (iiiii) on one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, specifying: : (Ai) the amount of the Borrowing, which which, in the case of a borrowing of Offshore Rate Loans, shall be in an aggregate minimum principal amount not less than of $3,000,000 and any multiple of $500,000 in excess thereof, and in the Minimum Tranche; case of a borrowing of Base Rate Loans, shall be in an aggregate minimum principal amount of $1,000,000 and any multiple of $200,000 in excess thereof; (Bii) the requested Borrowing Date, which shall be a Business Day; ; (Ciii) whether the name Borrowing is to be comprised of the Company proposing to borrow Offshore Rate Loans, Base Rate Loans or any combination thereof; and the Type of Loans comprising the Borrowing; (Div) the duration of the Interest Period applicable to such Offshore Rate Loans included in such notice. If the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three monthsone month; and (E) in provided, however, that with respect to the case of a Borrowing comprised of Offshore Currency Loansto be made on the Closing Date, the Applicable CurrencyNotice of Borrowing shall be delivered to the Administrative Agent not later than 9:00 a.m. (San Francisco time) one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only; provided, further, that if so requested by the Administrative Agent, all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Base Rate or Offshore Rate Loans for Interest Periods no longer than one month. (b) 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 subsection 2.5(a). Upon Promptly after receipt of the a Notice of Borrowing, the Administrative Agent will promptly shall notify each Bank thereof and of the amount of such Bank's proposed Borrowing. Each Bank shall make available to the Administrative Agent its Pro Rata Share of the Borrowing. In amount (if any) by which the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent principal amount of the proposed Borrowing as specified in exceeds the Notice of Borrowing, promptly notify each Bank principal amount of the exact amount of such Bank's Pro Rata Share of the Borrowing. Loans (cif any) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) being converted or continued on the Borrowing Date requested by such Company Date, in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollarsimmediately available funds, by 12:00 noon (Chicago time)remitting such funds to: Bank of America National Trust and Savings Association, (ii) in the case of a Borrowing in Offshore CurrencyABA No. ▇▇▇-▇▇▇-▇▇▇, by such time as the Agent may specifyAttn: Agency Administrative Services #5596 For credit to: BANCONTROL Account No. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing12332-14226, unless the Agent shall otherwise consentReference: Cinemark USA, there may not be more Inc., no later than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.42

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Borrowing shall The Borrower may borrow under the Commitments during the Commitment Period on any Business Day that an Advance may be made upon a Company's irrevocable written notice delivered requested pursuant to the Agent in terms of Section 5.2 of the form of a Notice of Borrowing Participation Agreement, provided, that the Borrower shall give the Bank irrevocable notice (which notice must be received by the Agent Bank prior to 10:00 a.m. (Chicago 12:00 Noon, prevailing Eastern time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) at least three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and Date specifying (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (Ai) the amount to be borrowed (which on any date shall not be in excess of the Borrowingthen Available Commitments), which shall be in an aggregate amount not less than the Minimum Tranche; (Bii) the requested Borrowing Date, which shall (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof, (iv) if the borrowing is to be a Business Day; (C) combination of Eurodollar Loans and ABR Loans, the name respective amounts of the Company proposing to borrow and the each Type of Loans comprising the Borrowing; Loan and (Dv) the duration of the Interest Period applicable to such Loans included in such noticeeach Eurodollar Loan. If Pursuant to the Notice of Borrowing fails to specify the duration terms of the Interest Period for any Borrowing comprised of Offshore Rate LoansParticipation Agreement, such Interest Period the Borrower shall be three months; and (E) in deemed to have delivered such notice upon the case delivery of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined notice by the Construction Agent for or the Lessee containing such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a)required information. Upon receipt of any such notice from the Notice of BorrowingBorrower, the Agent will promptly notify each Bank thereof and of the amount of shall make such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing borrowing available to the Agent for the account of the Company requesting such Borrowing Borrower at the Agent's Payment Office by office of the Bank specified in Section 9.2 prior to 12:00 noon (Chicago Noon, prevailing Eastern time) , on the Borrowing Date requested by such Company the Borrower in Same Day Funds and funds immediately 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 requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyParticipation Agreement. The proceeds Borrower may request the issuance of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer one or more Letters of Credit in accordance with written instructions provided Section 2.12. For the period prior to the Agent by Completion Date for each Property (without regard to receipt of any such Company of like funds notice as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.referenced in

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's irrevocable written notice delivered delivered, on behalf of the Borrowers, to the Administrative Agent in accordance with Section 10.02 in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. (Chicago Honolulu, Hawaii time) (i) four (4) Business Days prior to the requested Borrowing Datedate, in the case of Offshore Currency LoansLIBO Rate Advances; and (ii) three (3) one Business Days Day prior to the requested Borrowing Datedate, in the case of Offshore Prime Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate LoansAdvances, specifying: (A) whether the amount Borrowing is to be comprised of the Borrowing, which shall be in an aggregate amount not less than the Minimum TrancheLIBO Rate Advances and/or Prime Rate Advances; (B) the amount of the Borrowing; PROVIDED that LIBO Rate Advances shall be in an aggregate minimum principal amount of Two Million Dollars ($2,000,000) or any integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof; and that Prime Rate Advances shall be in an aggregate minimum principal amount of One Hundred Thousand Dollars ($100,000) or any integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof; (C) the requested Borrowing Datedate, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) if the requested Borrowing consists of one or more LIBO Rate Advances, the duration of the Interest Period applicable to such Loans included in such notice. If thereto; PROVIDED HOWEVER, that if the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore such LIBO Rate LoansAdvances, such Interest Period shall be three (3) months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share Commitment Percentage of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share Commitment Percentage of each -------------------------------------------------------------------------------- Page 25 -------------------------------------------------------------------------------- the Borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing Borrowers at the Administrative Agent's Payment Office by 12:00 noon (Chicago time) 11:00 a.m. Honolulu, Hawaii time on the Borrowing Date date requested by such Company the Borrowers in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAdministrative Agent. The proceeds of all such Loans -21- 27 Advances will then be made available to such Company the Borrowers by the Administrative Agent at such office by crediting the account of the Company on the books of First Hawaiian Bank or such other accounts as the Company, on behalf of the Borrowers, may specify, with the aggregate of the amounts made available to the Administrative Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of Banks and like funds as received by the Administrative Agent. (d) The proceeds from Advances shall be used for general corporate purposes, including working capital, set aside letters for bonding purposes, and land acquisition in the Authorized States, and not in contravention of any provision of this Agreement or any Requirement of Law. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, all LIBO Rate Advances shall automatically be converted into Prime Rate Advances. The Borrowers shall reimburse each Bank and hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of any such conversion of a LIBO Rate Advance to a Prime Rate Advance on a day that is not the last day of the Interest Period for such LIBO Rate Advance, as provided in Section 3.04 below. (f) After giving effect to any Borrowing, unless the Agent there shall otherwise consent, there may not be more than five seven (57) different Interest Periods LIBO Rate Advances in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Administrative Agent prior to 10:00 9:00 a.m. (Chicago California time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in DollarsLoans; and (iiiii) on one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, specifying: : (Ai) the amount of the Borrowing, which which, in the case of a borrowing of Offshore Rate Loans, shall be in an aggregate minimum principal amount not less than of $1,000,000 and any multiple of $250,000 in excess thereof, and in the Minimum Tranche; case of a borrowing of Base Rate Loans, shall be in an aggregate minimum principal amount of $500,000 and any multiple of $200,000 in excess thereof; (Bii) the requested Borrowing Date, which shall be a Business Day; ; (Ciii) whether the name Borrowing is to be comprised of the Company proposing to borrow Offshore Rate Loans, Base Rate Loans or any combination thereof; and the Type of Loans comprising the Borrowing; (Div) the duration of the Interest Period applicable to such Offshore Rate Loans included in such notice. If the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three monthsone month; and (E) in provided, however, that with respect to the case of a Borrowing comprised of Offshore Currency Loansto be made on the Closing Date, the Applicable CurrencyNotice of Borrowing shall be delivered to the Administrative Agent not later than 9:00 a.m. (California time) one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only; provided, further, that if so requested by the Administrative Agent, all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Base Rate or Offshore Rate Loans for Interest Periods no longer than one month. (b) 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 subsection 2.5(a). Upon Promptly after receipt of the a Notice of Borrowing, the Administrative Agent will promptly shall notify each Bank thereof and of the amount of such Bank's proposed Borrowing. Each Bank shall make available to the Administrative Agent its Pro Rata Share of the Borrowing. In amount (if any) by which the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent principal amount of the proposed Borrowing exceeds the principal amount of the Loans (if any) being repaid on the Borrowing Date, in immediately available funds, by remitting such funds to: Bank of America National Trust and Savings Association, ABA No. 121-▇▇▇-▇▇▇, ▇▇tn: Agency Administrative Services #5596 For credit to: BANC▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. 12332-16503, Reference: Cinemark Mexico (USA), Inc., no later than 11:00 a.m. (California time) on the Borrowing Date. Upon satisfaction of the conditions set forth in Section 4.02, the Administrative Agent shall make available to Borrower in like funds on such Borrowing Date the aggregate of the amounts (if any) so made available by the Banks by causing an amount equal to such aggregate amount (if any) received by the Administrative Agent to be credited to the account of Borrower as specified by Borrower in writing. If the Notice of Borrowingconditions set forth in Section 4.02 are not satisfied, the Administrative Agent shall promptly notify each Bank of return such funds to the exact amount of such Bank's Pro Rata Share of Banks making the Borrowingsame available. (c) Each Bank will make Unless the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent Majority Banks shall otherwise consentagree, there may not be more than five (5) different Interest Periods in effect. (e) During during the existence of a Default or an Event of Default a Company Default, Borrower may not elect to have a Loan to be made as an Offshore Rate Loan.

Procedure for Borrowing. Each Borrower may borrow Loans on any Business Day; provided that such Borrower shall notify the Applicable Administrative Agent by telephone of the Borrowing (the “Borrowing Request”) not later than 2:00 p.m., New York City time (a) Subject to subsection 2.3(e) each Borrowing shall be made upon a Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; Eurodollar Loans, and (iiib) on the requested Borrowing Date, in the case of Alternate Base Rate Loans, specifying: Canadian Base Rate Loans or Canadian Prime Rate Loans. Each telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Applicable Administrative Agent of a written Borrowing Request in a form approved by the Applicable Administrative Agent and signed by the Requesting Borrower. Each such telephonic and written Borrowing Request shall specify (Ai) the amount to be borrowed, (ii) the Borrowing Date, (iii) whether the Borrowing is to consist of Eurodollar Loans, Alternate Base Rate Loans, Canadian Base Rate Loans, Canadian Prime Rate Loans, or a combination thereof (in each case stating the amounts and currency requested), (iv) in the case of Eurodollar Loans, the length of the BorrowingInterest Period(s) therefor, and (v) the location and number of the Requesting 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 Minimum Tranche; lesser of (Bi) $10,000,000 or a whole multiple of $5,000,000 in excess thereof, and (ii) the requested Borrowing Date, which shall be a Business Day; (C) then unused Commitments available to the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) 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 subsection 2.5(a)Requesting Borrower. Upon receipt of the Notice of Borrowingsuch notice, the Applicable Administrative Agent will shall promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the BorrowingApplicable Lender thereof. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank Applicable Lender will make the amount of its Pro Rata Share pro rata share of each Borrowing available to the Applicable Administrative Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company Requesting Borrower in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyaccordance with Section 2.12. The proceeds of all each such Borrowing of Revolving Loans -21- 27 will then be made available to such Company the Requesting Borrower by the Applicable Administrative Agent by wire transfer in accordance with written instructions provided Section 2.12. Notwithstanding the foregoing, all Borrowings by way of Bankers’ Acceptances and BA Loans shall be made pursuant to the Agent by such Company of like funds as received by the AgentSection 2.24. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing of Revolving Loans shall be made upon a the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. (Chicago time) (i) four prior to 11:00 a.m. (4San Francisco time) three Business Days prior to the requested Borrowing Date, Date in the case of Offshore Currency Rate Loans; , or (ii) three (3) Business Days prior to 8:00 a.m. (San Francisco time) on the requested Borrowing Date, Date in the case of Base Rate Loans; specifying: (A) the amount of the Borrowing (which shall be in an aggregate minimum amount of $2,000,000 in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, $1,000,000 in the case of Base Rate Loans, specifying: (A) the amount or any integral multiple of the Borrowing, which shall be $500,000 in an aggregate amount not less than the Minimum Tranche; excess thereof); (B) the requested Borrowing Date, which shall be a Business Day; ; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; Borrowing (provided that any Loan made on the Closing Date shall only consist of Base Rate Loans); and (D) with respect to Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such noticeLoans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) . 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of the that Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 11:00 a.m. (Chicago San Francisco time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by wire transfer in accordance crediting the account of the Company on the books of BofA with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Banks and in like funds as received by the Agent. (db) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) six different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's ’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must to be received by the Agent prior to 10:00 not later than 9:00 a.m. (Chicago San Francisco time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; Loans, and (iiiii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than of $5,000,000 and any multiple of $1,000,000 in excess thereof, in the Minimum Tranchecase of Offshore Rate Loans, or $2,000,000 and any multiple of $500,000 in excess thereof, in the case of Base Rate Loans; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) in the case of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's ’s Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's ’s Payment Office by 12:00 noon (Chicago San Francisco time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by wire transfer in accordance crediting the account of the Company on the books of Bank of America with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) six different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Companythe borrowing Fund's irrevocable written notice delivered to the Operations Agent in the form of a Notice loan request ("LOAN REQUEST") substantially in the form of Borrowing EXHIBIT 2.3 hereto (which notice must be received on a Business Day by the Operations Agent prior to 10:00 9:00 a.m. (Chicago Pacific time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate LoansDate for which a Committed Loan is requested, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than the Minimum Tranche;of $1,000,000 or any multiple of $1,000,000 in excess thereof; and (B) the requested Borrowing Date, which shall be a Business Day; (C) . In the name event that more than one Loan Request is delivered on any Business Day, the Operations Agent shall, for purposes of ensuring that the aggregate of the Company proposing to borrow then-outstanding Loans and the Type of Loans comprising which are the Borrowing; (D) the duration subject of the Interest Period applicable to such Loans included in such notice. If Loan Requests will not exceed the Notice of Borrowing fails to specify Commitment Amount, process the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) Loan Requests in the case order of a Borrowing comprised of Offshore Currency Loans, the Applicable Currencyreceipt. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Operations Agent will promptly notify each Bank thereof of its receipt of any Loan Request and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Operations Agent for the account of the Company requesting such Borrowing borrowing Fund at the Operations Agent's Payment Office by 12:00 noon 10:00 a.m. (Chicago Pacific time) on the Borrowing Date requested by such Company the borrowing Fund in Same Day Funds and in funds immediately available to the requested currency (i) in Operations Agent for deposit to the case of a Borrowing comprised of Loans in Dollars, account which the Operations Agent shall from time to time specify by 12:00 noon (Chicago time), (ii) in notice to the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyBanks. The proceeds of all such Committed Loans -21- 27 will then be made available to such Company the Fund by the Operations Agent by wire transfer in accordance with written instructions provided to the Operations Agent by such Company of the Fund in like funds as received by the Operations Agent. (d) After giving effect . No Bank's obligation to make any Borrowing, unless the Agent Committed Loan shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan affected by any other Bank's failure to be an Offshore Rate make any Committed Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing of Revolving Loans ----------------------- shall be made upon a the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent (i) prior to 10:00 a.m. (Chicago San Francisco time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in DollarsLoans; and (iiiii) prior to 9:00 A.M. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than the Minimum Trancheof $5,000,000 or any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) with respect to Offshore Rate Loans; the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three monthsone (1) month; and (E) in provided, however, that with respect to the case of a Borrowing comprised of Offshore Currency Loansto be made on the Closing -------- ------- Date, the Applicable CurrencyNotice of Borrowing shall be delivered to the Agent not later than 10:00 a.m. (San Francisco time) one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 11:00 a.m. (Chicago San Francisco time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent or by wire transfer in accordance with written instructions provided to the Agent by such the Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 10:30 a.m. (Chicago San Francisco time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in DollarsLoans; and (iiiii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than the Minimum Trancheof $1,000,000 or any multiple of $100,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) the duration of the Interest Period applicable to such any Offshore Rate Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in . provided, however, that with respect to the case of a Borrowing comprised of Offshore Currency Loansto be made on the Closing -------- ------- Date, the Applicable CurrencyNotice of Borrowing shall be delivered to the Agent not later than 10:30 a.m. (San Francisco time) on the Closing Date and such Borrowing will consist of Base Rate Loans only; and further provided that if so requested by the Agent, all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month. (b) The 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 12:30 p.m. (Chicago San Francisco time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such the Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) 10 different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a1) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Company's the Borrower Agent’s delivery to Agent of an irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Agent prior to 10:00 a.m. (Chicago time) (i) four 11:00 a.m. (4Atlanta, Georgia time) two Business Days prior to the requested Borrowing Funding Date, in the case of Offshore Currency Loans; LIBOR Loans and (ii) three noon (3) Business Days prior to the requested Borrowing DateAtlanta, in the case of Offshore Rate Loans denominated in Dollars; and (iiiGeorgia time) on the requested Borrowing Funding Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Tranchecase of a LIBOR Loan must equal or exceed $2,500,000 (and increments of $500,000 in excess of such amount); (B) the requested Borrowing Funding Date, which shall must be a Business Day; (C) whether the name of the Company proposing Revolving Loan requested is to borrow be a Base Rate Loan or a LIBOR Revolving Loan (and the Type of Loans comprising the Borrowing;if not specified, it shall be deemed a request for a Base Rate Loan); and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the for a LIBOR Revolving Loan (and if not specified, it shall be deemed a request for an Interest Period for any of one month); provided, however, that with respect to the Borrowing comprised of Offshore Rate Loansto be made on the Closing Date, such Interest Period shall be three months; and (E) in the case Borrowing will consist of a Borrowing comprised of Offshore Currency Loans, the Applicable CurrencyBase Rate Loan only. (b2) The Dollar Equivalent amount In lieu of any Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a). Upon receipt of the delivering a Notice of Borrowing, the (I) a Responsible Officer may give Agent will promptly notify each Bank thereof and of the amount telephonic notice of such Bank's Pro Rata Share of request for advances to a Designated Account on or before the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, deadline set forth in clause (1) above and the Agent willat all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, upon regardless of whether any written confirmation is received, (II) whenever a presentment for payment is made against a Designated Account in an amount greater than the determination then available balance therein, such presentment shall be deemed to be a request for a Base Rate Loan on the date of Dollar Equivalent such presentment in an amount equal to the excess of such check or other payment item over the Borrowing as specified in available balance therein, or (III) the Borrower shall be deemed irrevocably to have requested a Revolving Loan (without any requirement for submission of a Notice of Borrowing, promptly notify each Bank of ) as and to the exact amount of such Bank's Pro Rata Share of the Borrowingextent provided in Section 3.8. (c3) Each Bank will make the amount of its Pro Rata Share of each Borrowing available The Borrowers shall have no right to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of request a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of LIBOR Loan while a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loanhas occurred and is continuing.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a ----------------------- the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Agent prior to 10:00 a.m. (Chicago time) (i) four in the case of Offshore Rate Loans, 9:00 a.m. (4San Francisco time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; Date and (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, 8:00 a.m. (San Francisco time) on the requested Borrowing Date, specifying: : (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than the Minimum Tranche; of $10,000,000 or any multiple of $5,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; ; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; ; and (D) the duration of the Interest Period applicable to such Loans included in such notice. If notice (if the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) one month). After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than six different Interest Periods in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currencyeffect. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of the that Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 11:00 a.m. (Chicago San Francisco time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by crediting the account of the Company on the books of BofA (or any successor Agent pursuant to Section 9.09) with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent or, if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by such the Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to (i) 10:00 a.m. (Chicago Pacific time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; Loans, and (iiiii) 9:00 a.m. (Pacific time) on the requested Borrowing Date, in the case of Base Rate Loans), signed by two Responsible Officers and specifying: (A) the amount of the Borrowing, which shall be (i) in an aggregate minimum amount of $1,000,000 or any multiple of $100,000 in excess thereof for Base Rate Loans and (ii) in an aggregate amount not less than the Minimum Trancheof $10,000,000 or in multiples of $1,000,000 in excess thereof for Offshore Rate Loans; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currencyone month. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago 11:00 a.m. Pacific time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by wire transfer of such proceeds to such account as the Company may designate in accordance with written instructions provided to the Agent by such Company of writing in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five ten (510) different Interest Periods in effecteffect in respect of all Loans together then outstanding. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent (i) prior to 10:00 11:00 a.m. (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iiiii) on prior to 11:00 a.m. (Chicago time) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Trancheof $5,000,000 or a higher integral multiple of $100,000; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;Borrowing (subject to Section 2.16); and (D) in the case of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank thereof Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender's Pro Rata Share share of the Borrowingrelated Borrowing based upon such Lender's Revolving Percentage, Term A Percentage or Term B Percentage, as applicable. In Notwithstanding the case immediately preceding sentence, any Borrowing of a Borrowing comprised of Offshore Currency Loans, such notice will provide New Term B Loans shall be made by the amount of each Bank's Pro Rata Share of the BorrowingNew Term B Lenders in accordance with their respective New Term B Percentages, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowingany Term B Lender that is not a New Term B Lender shall have no obligation to make any New Term B Loan. (c) Each Bank Lender will make the amount of its Pro Rata Share share of each Borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 1:00 p.m. (Chicago time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAdministrative Agent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Administrative Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Administrative Agent by wire transfer the Lenders and in accordance with written instructions provided to the Agent by such Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) twelve different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Company's the applicable Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. noon (Chicago local time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; , (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Offshore Currencies, and (iii) on the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A) the amount of the Borrowing, which shall (unless such Borrowing is being requested (or deemed to be requested) pursuant to Section 2.06(b) or 3.03(b)) be in an aggregate minimum Dollar Equivalent amount not less than of $3,000,000 (or such lesser amount agreed to by the Minimum TrancheAgent) or a higher integral multiple of 250,000 units of the Applicable Currency; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) with respect to Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the notice (and, if a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three monthsone month); (E) with respect to Offshore Rate Loans, the Applicable Currency for the Borrowing; and (EF) in the case identity of a Borrowing comprised of Offshore Currency Loans, the Applicable CurrencyBorrower requesting the Borrowing. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof and applicable Lender of its receipt of any Notice of Borrowing and, in respect of Borrowings of Revolving Loans, of (i) the amount of such Bank's Revolving Lender’s Pro Rata Share of such Borrowing and (ii) if such Borrowing is in an Offshore Currency, the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of aggregate Dollar Equivalent amount of such Borrowing and the Borrowing as specified in applicable Spot Rate used by the Notice of Borrowing, promptly notify each Bank Agent to determine the Dollar Equivalent amount. The Agent shall also give the Company prompt notice of the exact amount of such Bank's Pro Rata Share matters referred to in clause (ii) of the Borrowingpreceding sentence. (c) Each Bank Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing applicable Borrower at the Agent's ’s applicable Payment Office by 12:00 noon 1:00 p.m. (Chicago local time) on the Borrowing Date requested by such Company Borrower in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such Company the applicable Borrower by the Agent at such office by wire transfer in accordance crediting the account of such Borrower on the books of Bank of America with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Lenders and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) 15 different Interest Periods in effect. (e) During Each Borrower hereby authorizes the existence Lenders and the Agent to accept Notices of a Default Borrowing based on telephonic notices made by any person or Event of Default a Company may not elect a Loan persons the Agent or any Lender in good faith believes to be acting on behalf of such Borrower. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an Offshore Rate Loanauthorized designee. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. (a) a. Subject to subsection 2.3(e) each Borrowing the terms and conditions and in reliance upon the representations and warranties set forth in this Credit Agreement, Lender shall be made upon a Company's irrevocable written notice delivered make the following Loans to Borrower in accordance with the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. (Chicago time) following schedule: (i) four On October 15, 2014 (4the “Initial Loan Date”), Lender made a Loan to Borrower in the amount of Four Hundred Thirty One Million Eight Hundred Thousand and No Dollars ($431,800,000.00) (such Loan amount, the “Initial Loan Amount”), via direct payment to the FCC on behalf of the Borrower in accordance with FCC Rules enabling Borrower to become eligible to participate in the Auction. (ii) On the date that was two (2) Business Days prior to the requested Borrowing date (the “Down Payment Date”) on which Borrower was required to submit sufficient funds to bring its total amount of money on deposit with the FCC to twenty percent (20%) of the aggregate amount of Borrower’s net winning bids (the “Down Payment Amount”), Lender made a Loan to Borrower in an amount equal to the following formula (to the extent such sum was greater than zero): (A) the Down Payment Amount, plus (B) the aggregate amount of any bid withdrawal payment obligations incurred by Borrower in the case Auction, less (C) the Required Capital Contributions, less (D) the Initial Loan Amount, via direct payment to the FCC on behalf of Offshore Currency Loans; the Borrower. (iiiii) three On the date that was two (32) Business Days prior to the requested Borrowing Datedate on which Borrower was required to submit the then remaining balance of the aggregate amount of its net winning bids to the FCC (the “Balance Amount”), Lender made a Loan to Borrower in an amount equal to the case of Offshore Rate Loans denominated in Dollars; and following formula (iii) on to the requested Borrowing Date, in the case of Base Rate Loans, specifying: extent such amount was greater than zero): (A) the amount of the BorrowingBalance Amount, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing DateRequired Capital Contributions to the extent that the Required Capital Contributions were not expended in full in making the payment set forth in Section 2.2(a)(ii) (the “Winning Bidder Balance Amount Loan”), which shall be a Business Day; (C) via direct payment to the name FCC on behalf of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable CurrencyBorrower. (iv) On the date on which Borrower is required to submit such Additional FCC Amount to the FCC, Lender or DISH Network Corporation (“DISH”) (solely in the event that DISH is obligated to pay the Additional FCC Amount pursuant to the Guaranty made by DISH in favor of the FCC on October 1, 2015 (the “Guaranty”)) shall transfer immediately available funds, directly to the FCC in a principal amount equal to the Additional FCC Amount, which will be deemed to be a Loan by Lender to Borrower in a principal amount equal to the Additional FCC Amount. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (v) In the event that: (a) an FCC Deficiency Payment is due and owing to the FCC; and (b) The Dollar Equivalent amount as of any Borrowing in an Offshore Currency will be determined by the Agent for date such Borrowing on payment is due and owing to the Computation Date therefor FCC, neither Borrower nor a Borrower Subsidiary has previously consummated, or has currently entered into, a contract to sell, assign or otherwise transfer (other than to a Borrower Subsidiary in accordance with subsection 2.5(a). Upon receipt Section 6.14(a) of this Credit Agreement) any of the Notice of BorrowingLicenses for which Borrower is the Winning Bidder (other than those Licenses with respect to which Borrower will not be paying the gross winning bid amounts and with respect to which Borrower therefore understands that it will be deemed to have defaulted, pursuant to the Agent will promptly notify each Bank thereof letters exchanged between Borrower and of the FCC Wireless Bureau) (the “Remaining Licenses”), then on the date on which Borrower is required to submit such due and owing FCC Deficiency Payment to the FCC, notwithstanding the conditions precedent to making a Loan set forth in Section 2.4, Lender or DISH (solely in the event that DISH is obligated to make the FCC Deficiency Payment pursuant to the Guaranty) shall transfer immediately available funds directly to the FCC in a principal amount equal to the amount of such Bank's Pro Rata Share of the Borrowing. In the case of due and owing FCC Deficiency Payment, which will be deemed to be a Borrowing comprised of Offshore Currency LoansLoan to Borrower (each, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowingan “FCC Deficiency Payment Amount Loan”). (cvi) Each Bank will make In the amount of its Pro Rata Share of each Borrowing available event that Borrower or a Borrower Subsidiary enters into any contract to the Agent for the account sell, assign or otherwise transfer any of the Company requesting such Borrowing at Remaining Licenses pursuant to Section 6.3 of the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default LLC Agreement or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.Section 3.1

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Agent (i) in the case of Base Rate Loans, prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date and (iii) four (4) in the case of Offshore Rate Loans, prior to 12:00 noon on the third Business Days Day prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than the Minimum Trancheof $1,000,000 or any multiple of $500,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) in the case of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in one month. provided, however, that with respect to the case of a Borrowing comprised of Offshore Currency LoansBorrowing, if any, to be made on the Closing Date, the Applicable CurrencyNotice of Borrowing shall be delivered to the Agent not later than 12:00 noon (Chicago time) one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of the Agent's receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by wire transfer in accordance crediting the account of the Company on the books of BofA with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) seven different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Company's the applicable Borrower’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 11:00 a.m. (Chicago local time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; , (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in a currency specified in the definition of “Offshore Currency” on the Effective Date, (iii) the number of Business Days determined by the Agent to be customary for its syndicated credit facilities, if such Offshore Rate Loans are to be denominated in a currency not covered by the preceding clause (ii), and (iiiiv) on the requested Borrowing Date, in the case of Base Rate Loans), specifying: (A) the amount of the such Borrowing, which shall (unless such Borrowing is being requested (or deemed to be in an aggregate requested) pursuant to Section 2.06(b) or 3.03(b)) be (1) a Dollar Equivalent amount not less than $5,000,000 (or such lesser amount agreed to by the Minimum TrancheAgent), and (2) a higher integral multiple of 500,000 units of the Applicable Currency; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow Class and the Type of Loans comprising the such Borrowing; (D) with respect to Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the notice (and, if a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three monthsone month); (E) with respect to Offshore Rate Loans, the Applicable Currency for such Borrowing; and (EF) in the case identity of a Borrowing comprised of Offshore Currency Loans, the Applicable CurrencyBorrower requesting such Borrowing. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof applicable Lender of its receipt of any Notice of Borrowing and (i) in respect of Borrowings of any Class of Term Loans, the amount of each applicable Term Lender’s Term Percentage of such Borrowing, and (ii) in respect of Borrowings of Revolving Loans (other than Offshore Rate Loans to the extent covered by Section 2.08), (A) the amount of such Bank's Pro Rata Share Lender’s Revolving Percentage of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and (B) if such Borrowing is in an Offshore Currency, the Agent will, upon the determination of aggregate Dollar Equivalent amount of such Borrowing and the Borrowing as specified in applicable Spot Rate used by the Notice of Borrowing, promptly notify each Bank Agent to determine such aggregate Dollar Equivalent amount. The Agent shall also give the Company prompt notice of the exact amount of such Bank's Pro Rata Share matters referred to in clause (ii)(B) of the Borrowingpreceding sentence. (c) Each Bank Lender will make the amount of its Pro Rata Share Applicable Percentage of each Borrowing available to the Agent for the account of the Company requesting such Borrowing applicable Borrower at the Agent's ’s Payment Office by 12:00 noon 1:00 p.m. (Chicago local time) on the Borrowing Date and in the Applicable Currency requested by such Company Borrower in Same Day Funds and in to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such Company the applicable Borrower by the Agent at such office by wire transfer in accordance crediting the account of such Borrower on the books of Bank of America with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Lenders and in like funds as and when received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) 15 different Interest Periods in effect. (e) During Each Borrower hereby authorizes the existence Lenders and the Agent to accept Notices of a Default Borrowing based on telephonic notices made by any person or Event of Default a Company may not elect a Loan persons the Agent or any Lender in good faith believes to be acting on behalf of such ▇▇▇▇▇▇▇▇. Each Borrower agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an Offshore Rate Loanauthorized designee of such Borrower. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error. (f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Company, the Agent and such Lender.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a CompanyBorrower's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 8:30 a.m. (Chicago San Francisco time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three monthsone month; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency; provided, however, that with respect to the Borrowing to be made on the Closing -------- ------- Date, the Notice of Borrowing for Offshore Rate Loans and an appropriate indemnification letter shall be delivered to the Administrative Agent not later than 8:30 a.m. (San Francisco time) four Business Days before the Closing Date. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the Computation Determination Date therefor in accordance with subsection Section 2.5(a). Upon receipt of the Notice -------------- of Borrowing, the Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Companythe Borrower's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 9:00 a.m. (Chicago San Francisco time)) at least (i) four (4) Business Days prior to the requested Borrowing Date, Date in the case of Offshore Currency Canadian Dollar Loans; , (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in U.S. Dollars; and (iii) on one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans or Prime Rate Loans, specifying: (A) the amount of the BorrowingBorrowing in U.S. Dollars or Canadian Dollars, as the case may be, which shall be in an aggregate amount not less than minimum U.S. Dollar Equivalent Amount of $5,000,000 or, in the Minimum Tranchecase of any Borrowing in U.S. Dollars only, any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) with respect to Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) whether such Borrowing shall be denominated in U.S. Dollars or Canadian dollars; PROVIDED, HOWEVER, that with respect to any Borrowing to be made on the case of a Borrowing comprised of Offshore Currency LoansClosing Date, the Applicable CurrencyNotice of Borrowing may be delivered to the Administrative Agent not later than 11:00 a.m. (San Francisco time) at least three Business Days before the Closing Date. (b) The U.S. Dollar Equivalent amount Amount of any Borrowing in an Offshore Currency of Canadian Dollar Loans will be determined by the Administrative Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a). Upon receipt of the Notice of Borrowing, the The Administrative Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing Borrower at the Administrative Agent's Payment Office by 12:00 noon 11:00 a.m. (Chicago San Francisco time) on the Borrowing Date requested by such Company the Borrower in Same Day Funds funds immediately available to the Administrative Agent and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifycurrency. The proceeds of all such Loans -21- 27 will then be made available to such Company the Borrower by the Administrative Agent at such office by crediting the account of the Borrower on the books of BofA with the aggregate of the amounts made available to the Administrative Agent by the Banks and in like funds as received by the Administrative Agent, or if requested by the Borrower, by wire transfer in accordance with written instructions provided to the Administrative Agent by the Borrower of such Company of like funds as received by the Administrative Agent, less customary fees for such wire transfer. (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than five ten (510) different Interest Periods in effecteffect in respect of all Loans then outstanding. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing of Revolving Loans shall be made upon a the Company's irrevocable written notice delivered to the Administrative Agent in accordance with Section 10.02 in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Administrative Agent prior to 10:00 a.m. (Chicago time) (i) four prior to Noon (4New York City time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Datedate, in the case of Offshore Rate Loans denominated in DollarsLoans; and (iiiii) prior to Noon (New York City time) on the requested Borrowing Datedate, in the case of Base Rate Loans, specifyingspecifying in each case: (A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount not less than the Minimum Trancheof Five Million Dollars ($5,000,000) or any multiple of One Million Dollars ($1,000,000) in excess thereof for each Type of Loan; (B) the requested Borrowing Datedate, which shall be a Business Day; (C) whether the name Borrowing is to be comprised of the Company proposing to borrow and the Type of Offshore Rate Loans comprising the Borrowingor Base Rate Loans; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in one month. The exercise by the case Company of a Borrowing comprised the elections specified above shall be subject to the limitation that no more than ten Tranches of Offshore Currency Loans, the Applicable CurrencyRate Loans may be outstanding at any one time. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share Commitment Percentage of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share Commitment Percentage of each the Borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 2:00 p.m. (Chicago New York City time) on the Borrowing Date date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency Administrative Agent. Any such amount which is received by the Administrative Agent later than 2:00 p.m. (iNew York City time) in shall be deemed to have been received on the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyimmediately succeeding Business Day. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by such the Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless Unless the Agent Majority Banks shall otherwise consentagree, there may not be more than five (5) different Interest Periods in effect. (e) During during the existence of a Default or Event of Default a Default, the Company may not elect to have a Loan to be made as an Offshore Rate Loan.

Procedure for Borrowing. (ai) Subject to subsection 2.3(e) each Each Borrowing of a Term Loan shall be made upon a Company's an irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (from the Borrowers' Agent to the Lenders' Agent, which notice must be received by the Lenders' Agent prior to 10:00 a.m. not later than (1) 12:00 noon, Chicago time) (i) four (4) , three Business Days prior to the requested Borrowing Date, Funding Date in the case of Offshore Currency Loans; LIBOR Rate Loans and (ii2) three (3) Business Days prior to 12:00 noon, Chicago time, on the requested Borrowing Date, Funding Date in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Reference Rate Loans, specifying: (A) that the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Trancherequested Loan is a Term Loan; (B) the amount of such Borrowing which, in the case of LIBOR Term Loans, shall be in an amount not less than five hundred thousand dollars ($500,000) and in an integral multiple of one hundred thousand dollars ($100,000) in excess thereof; (C) the requested Borrowing Funding Date, which shall be a Business Day; (CD) whether the name of the Company proposing Term Loans requested are to borrow be Reference Rate Term Loans or LIBOR Term Loans (and the Type of Loans comprising the Borrowing;if not specified, it shall be deemed a request for a Reference Rate Term Loan); and (DE) the duration of the Interest Period applicable if the requested Term Loans are to such Loans included in such noticebe LIBOR Term Loans. If the such a Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate LIBOR Term Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currencyone month. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consentBorrowing (whether in respect of Term Loans or Revolving Loans), there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (ai) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a CompanyBorrower's irrevocable written notice delivered to the Agent in the form of a Notice notice of Borrowing borrowing in the form attached hereto as EXHIBIT C (a "NOTICE OF BORROWING"), which notice must be received by the Agent prior to 10:00 a.m. 12:00 noon (Chicago New York, New York time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (iiy) three (3) Business Days prior to the requested Borrowing Funding Date in the case of a LIBOR Rate Revolving Loan and (z) on the requested Funding Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of a Base Rate LoansRevolving Loan, specifying: (A) the amount of the Borrowing, which which, if a LIBOR Rate Revolving Loan, shall be in an aggregate amount that is not less than the Minimum Tranche$5,000,000 or an integral multiple of $1,000,000 in excess thereof and if a Base Rate Revolving Loan, shall be in an amount that is not less than $100,000 or an integral multiple of $100,000 in excess thereof; (B) the requested Borrowing Funding Date, which shall be a Business Day; (C) whether the name of the Company proposing Revolving Loan requested is to borrow and the Type of Loans comprising the Borrowingbe a Base Rate Revolving Loan or a LIBOR Rate Revolving Loan; PROVIDED that if such Borrower fails to specify whether any Revolving Loan is to be a Base Rate Revolving Loan or a LIBOR Rate Revolving Loan, such request shall be deemed a request for a Base Rate Revolving Loan; (D) the duration of the Interest Period applicable if the requested Revolving Loan is to such Loans included in such notice. If be a LIBOR Rate Revolving Loan; PROVIDED that if the Notice of Borrowing Borrower fails to specify select the duration of the Interest Period for with respect to any Borrowing comprised of Offshore requested LIBOR Rate LoansRevolving Loan, the Borrower shall be deemed to have requested such Revolving Loan be made as a LIBOR Rate Revolving Loan with an Interest Period shall be three monthsof one month in duration; and (E) in the case account (as acceptable to the Agent pursuant to SECTION 2.2(c)) to which the proceeds of such Borrowing are to be deposited, or wire transfer instructions satisfactory to the Agent with respect to any Borrowing which is permitted to be funded directly to any Person other than a Borrower; PROVIDED that if any Default or Event of Default exists at the time of any request by a Borrower for a LIBOR Rate Revolving Loan, such Borrower shall be deemed to have requested such Revolving Loan be made as a Base Rate Revolving Loan. With respect to any Borrowing comprised to be made on the Closing Date, unless otherwise agreed by the Agent and the Lenders such Borrowing will consist of Offshore Currency Base Rate Revolving Loans, the Applicable Currency. (bii) The Dollar Equivalent amount With respect to any request for Base Rate Revolving Loans, in lieu of any Borrowing in an Offshore Currency will be determined by delivering the Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a). Upon receipt of the above-described Notice of Borrowing, a Borrower may give the Agent will promptly notify each Bank thereof and of the amount telephonic notice of such Bank's Pro Rata Share request by the required time, with such telephonic notice to be confirmed in writing no later than the Business Day following the giving of such telephonic notice but the Borrowing. In the case of a Borrowing comprised of Offshore Currency Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as confirmation is received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Companythe Borrower's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 8:30 a.m. (Chicago San Francisco time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three monthsone month; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the Computation Determination Date therefor in accordance with subsection Section 2.5(a). Upon -------------- receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing of Loans shall be made upon a the Company's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (duly completed which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 p.m. (Chicago Chicago, Illinois time) (i) four (4) three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency LIBO Rate Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iiiii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying:. (Ab) Each Notice of Borrowing shall specify (i) the amount of the Borrowing, which shall be in an aggregate minimum amount not (A) for Base Rate Loans equal to the lesser of (x) $500,000 or any multiple integrals of $100,000 in excess thereof or (y) the unadvanced portion of the applicable Available Borrowing Base and (B) for LIBO Rate Loans $1,000,000 or any multiple integrals of $1,000,000 in excess thereof (if the Available Borrowing Base as of such Borrowing Date will be less than $1,000,000, then the Minimum Tranche; Company may not request an LIBO Rate Loan); (Bii) the requested Borrowing Date, which shall be a Business Day; ; (Ciii) the name Company's calculation of the Company proposing to borrow and current Applicable Margin; (iv) the Interest Rate Type of Loans comprising the Borrowing; ; and (Dv) for LIBO Rate Loans the duration of the Interest Period applicable to such Loans included in such noticeLoans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore LIBO Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (bc) The Dollar Equivalent amount number of any Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a). Upon receipt tranches outstanding of the Notice of LIBO Rate Loans, whether under a Borrowing, the conversion or continuation, shall not exceed eight (8) at any one time. (d) The Administrative Agent will promptly notify each Bank thereof Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (ce) Each Bank Provided the applicable conditions in Article V are met, each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon p.m. (Chicago Chicago, Illinois time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAdministrative Agent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Administrative Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received account(s) specified by the AgentCompany in the related Notice of Borrowing. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Borrowing The Company may borrow under the Commitments on the Closing Date; provided that the Company shall be made upon a Company's irrevocable written notice delivered deliver to the Administrative Agent in a Borrowing Certificate, which certificate to be effective on the form of a Notice of requested Borrowing (which notice Date must be received by the Administrative Agent (a) prior to 10:00 a.m. (Chicago time) (i) four (4) 12:00 noon three Business Days prior to the requested Borrowing Date, in if all or any part of the case of Offshore Currency Loans; requested Loans are to be initially LIBOR Loans or (iib) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) 12:30 p.m. on the requested Borrowing Date, otherwise, in each case specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of LIBOR Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of LIBOR Loans, the aggregate amount of such LIBOR Loans and the amounts of each such LIBOR Loan and the respective length of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, specifying: $5,000,000 or a whole multiple of $1,000,000 in excess thereof (A) or, if the amount of the Borrowing, which shall be in an aggregate amount not then Available Commitments are less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans$5,000,000, such Interest Period shall be three months; and lesser amount) or (Ey) in the case of LIBOR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of a Borrowing comprised of Offshore Currency LoansCertificate, the Applicable CurrencyAdministrative Agent shall promptly notify each Bank thereof. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each 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 Company requesting such Borrowing at the Agent's Payment Office applicable office of the Administrative Agent specified in subsection 9.2 or such other office specified by the Administrative Agent from time to time prior to 2:30 p.m. in the case of Base Rate Loans or 12:00 noon (Chicago time) in the case of LIBOR Loans on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAdministrative Agent. The proceeds of all such Loans -21- 27 Such borrowing will then be made available to such the Company by the Administrative Agent crediting the account of the Company on the books of such office with the aggregate of the amounts made available to the Administrative Agent by wire transfer the Banks and in accordance with written instructions provided to the Agent by such Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing of Revolving Loans shall be ----------------------- made upon a Companythe Borrower's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 9:00 a.m. (Chicago San Francisco time) ) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in DollarsLoans; and (iiiii) on the Business Day which is the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than the Minimum Trancheof $10,000,000 or any integral multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in one month. provided, however, that with respect to the case of a Borrowing comprised of Offshore Currency Loansto be made on the Closing -------- ------- Date, the Applicable CurrencyNotice of Borrowing shall be delivered to the Agent not later than 9:00 a.m. (San Francisco time) one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) The 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing Borrower at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.Payment

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Companythe Borrowers' Agent's irrevocable written notice delivered to the Agent in accordance with Section 9.01 in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 9:00 a.m. (Chicago San Francisco time) (i) four (4) five Business Days prior to the requested Borrowing Datedate, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Datedate, in the case of Offshore CD Rate Loans and Eurocurrency Loans denominated in Dollars; and (iii) on one Business Day prior to the requested Borrowing Datedate, in the case of Base Rate ABR Loans, specifyingspecifying in each case: (A1) the identity of the Borrower; (2) the amount of the BorrowingBorrowing (in the case of a Borrowing in an Offshore Currency, expressed in Dollars), which shall be in an aggregate minimum principal amount not less than the Minimum Tranche; of $5,000,000 or any integral multiple of $1,000,000 in excess thereof; (B3) the requested Borrowing Datedate, which shall be a Business Day; ; (C4) whether the name Borrowing is to be comprised of Eurocurrency Loans, CD Rate Loans or ABR Loans; (5) in the Company proposing to borrow case of a Borrowing comprised of Offshore Currency Loans, the currency thereof; and the Type of Loans comprising the Borrowing; (D6) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore CD Rate Loans or Eurocurrency Loans, such Interest Period shall be 90 days or three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) respectively. The Dollar Equivalent amount Amount of any Borrowing in an Offshore Currency requested in Dollars as provided above will be determined by the Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a2.05(a). . (b) Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share Applicable Percentage of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide consist of the approximate amount of each Bank's Pro Rata Share Applicable Percentage of the Borrowing, and the Agent will, upon the determination of the Equivalent Amount of the Dollar Equivalent amount of the Borrowing as specified in the Notice of BorrowingBorrowing (determined on the Computation Date as provided in subsection 2.05(a)), promptly notify each Bank of the exact amount of such Bank's Pro Rata Share Applicable Percentage of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share Applicable Percentage of each the Borrowing available to the Agent for the account of the Company requesting such Borrowing applicable Borrower at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date date requested by such Company the Borrowers' Agent in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Revolving Loans in Dollars, by 12:00 noon 11:00 a.m. (Chicago San Francisco time), and (ii) in the case of a Borrowing in comprised of Offshore CurrencyCurrency Loans, by such time as the Agent may specify. The proceeds of all such Revolving Loans -21- 27 will then be made available to such Company the applicable Borrower by the Agent by wire transfer in accordance or by crediting the account of the applicable Borrower on the books of BofA with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Banks and in like funds as received by the Agent, unless on the date of the Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the reimbursement of any outstanding drawings under Letters of Credit pursuant to Section 2.12, in which case such proceeds or portion thereof shall be applied to the reimbursement of such Letter of Credit drawings. (d) After giving effect to any Borrowing, unless the Agent there shall otherwise consent, there may not be more than five (5) six different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Companythe Fund's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received on a Business Day by the Administrative Agent prior to 10:00 a.m. (Chicago time) (i) four to 11:00 a.m. (4Eastern time) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; Loans, and (iiiii) prior to 8:30 a.m. (Eastern time) on the requested Borrowing DateDate for which a Loan is requested, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than the Minimum Trancheof $1,000,000 or any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) the duration of the Interest Period applicable to such any Offshore Rate Loans included in such notice. If the Notice of Borrowing Loan Request fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) one month. In the event that more than one Loan Request is delivered on any Business Day, the Administrative Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the case order of a Borrowing comprised of Offshore Currency Loans, the Applicable Currencyreceipt. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank thereof of its receipt of any Loan Request and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing Fund at the Administrative Agent's Payment Office by 12:00 noon 11:00 a.m. (Chicago Eastern time) on the Borrowing Date requested by such Company the Fund in Same Day Funds and in funds immediately available to the requested currency (i) in Administrative Agent for deposit to the case of a Borrowing comprised of Loans in Dollars, account which the Administrative Agent shall from time to time specify by 12:00 noon (Chicago time), (ii) in notice to the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyBanks. The proceeds of all such Loans -21- 27 will then be made available promptly to such Company the Fund by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by such Company of the Fund in like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Companythe Borrower's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 8:30 a.m. (Chicago San Francisco time) ) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (ii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three monthsone month; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Borrowing on the Computation Determination Date therefor in accordance with subsection Section 2.5(a). Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing Borrower, at the Administrative Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company the Borrower in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon 11:00 a.m. (Chicago San Francisco time), (ii) in the case of a Borrowing in comprised of Offshore CurrencyCurrency Loans, by such time as the Administrative Agent may specifydetermine to be necessary for such funds to be credited on such date in accordance with normal banking practices in the place of payment. The proceeds of all such Loans -21- 27 will then be made available to such Company the Borrower by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by such Company the Borrower of like funds as received by the Administrative Agent; provided that the Administrative Agent shall disburse such funds as it has received from the Banks to the Borrower (x) in the case of Loans denominated in Dollars, no later then 1:00 p.m. (San Francisco time) and (y) in the case of Offshore Currency Loans, no later than two hours after the funding deadline specified by the Administrative Agent under clause (ii) above. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) eight different Interest Periods in effecteffect in respect of all Committed Loans together then outstanding. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. Whenever the Borrower desires an Advance under the Revolving Commitment, it shall give Agent telegraphic, telex, facsimile or telephonic notice (a"Notice of Borrowing") Subject to subsection 2.3(e) each of such requested Advance, which in the case of telephonic notice, shall be promptly confirmed in writing. Each Notice of Borrowing shall be made upon a Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must Exhibit "A" attached hereto and shall be received by the Agent prior to 10:00 not later than 11:00 a.m. (Chicago Dallas, Texas time) , (i) four one Business Day prior to the Borrowing Date in the case of the Base Rate Loan, or (4ii) three Business Days prior to the requested any proposed Borrowing Date, Date in the case of Offshore Currency LIBOR Loans; . Each Notice of Borrowing shall specify (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; Borrowing Date (B) the requested Borrowing Date, which shall be a Business Day; ), (Cii) the name principal amount to be borrowed, (iii) the portion of the Company proposing to borrow Advance constituting Base Rate Loans and/or LIBOR Loans and the Type of Loans comprising the Borrowing; (Div) the duration if any portion of the proposed Advance is to constitute LIBOR Loans, the initial Interest Period selected by Borrower pursuant to Section 4 hereof to be applicable thereto. Upon receipt of such Notice, Agent shall advise each Lender thereof; provided, that if the Lenders have received at least one (1) day's notice of such Advance prior to such Loans included in such notice. If the Notice funding of Borrowing fails a Base Rate Loan, or at least three (3) days' notice of each Advance prior to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) funding in the case of a LIBOR Loan, each Lender shall provide Agent at its office at 1717 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇t later than 1:00 p.m., Dallas, Texas time, on the Borrowing comprised Date, in immediately available funds, its pro rata share of Offshore Currency Loansthe 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., Dallas, Texas time, on the Borrowing Date, Agent shall make available to the Borrower at the same office, in like funds, the Applicable Currency. (b) The Dollar Equivalent aggregate amount of such requested Advance. Neither Agent nor any Lender shall incur any liability to the Borrower in acting upon any Notice of Borrowing referred to above which Agent or such Lender believes in an Offshore Currency will be determined good faith to have been given by the Agent 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 Borrowing on the Computation Date therefor funds being made available to Borrower in accordance with subsection 2.5(a). Upon receipt of the Notice of Borrowingthis Agreement, pursuant to any such Notice, the Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the BorrowingBorrower shall have effected Advances hereunder. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing occurring on a date other than an Advance Date specified on Schedule III shall be made upon a Company's after irrevocable written notice delivered notice, given not later than 11:00 a.m. on the third Business Day prior to the Agent requested date of any Borrowing by the Borrower to the Administrative Agent. Such irrevocable notice of Borrowing (“Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or facsimile, in substantially the form of a Notice Exhibit B hereto, specifying therein (i) the requested date of such Borrowing, (ii) the requested aggregate amount of such Borrowing (which notice must shall be received in the amount of either (A) the aggregate Available Commitments or, if less, (B) €10,000,000 or any whole multiple of €1,000,000 in excess thereof), (iii) the use of proceeds in connection with such Borrowing and (iv) the Interest Period for such Borrowing. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify the Applicable Lenders thereof by facsimile. Not later than 11:00 a.m. on the date of such Borrowing, each Applicable Lender shall make available to the Administrative Agent at its office specified in Section 8.02 its applicable portion of such Borrowing (determined ratably in accordance with the respective Available Commitments of the Applicable Lenders) in immediately available funds. Promptly upon the Administrative Agent’s receipt of such funds and the fulfillment or written waiver of the applicable conditions set forth in Article 4, the Administrative Agent will make such funds available directly to the Borrower. (b) Each Advance not made pursuant to the procedures set forth in clause (a) above shall be made by the Agent prior to 10:00 a.m. Lenders on the Advance Dates set forth on Schedule III in the amounts specified on such Schedule III as the Rollover Amount for each such Lender without further notice from the Borrower. At least three (Chicago time3) but no more than five (i) four (45) Business Days prior to the requested Borrowing each such Advance Date, in the case Administrative Agent shall notify each Lender, by facsimile, of Offshore Currency Loans; (i) the Advance Date, (ii) three (3) Business Days prior to the requested Borrowing Dateaggregate amount of such Borrowing, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, Advance to be made by such Lender on such Advance Date (which shall be in an aggregate the amount not less than specified as the Minimum Tranche; Rollover Amount for such Lender for such Advance Date on the then effective Schedule III and (Biv) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for such Borrowing. On each such Advance Date, in lieu of funding to the Administrative Agent immediately available funds in accordance with the foregoing: (i) Each Rollover Lender shall provide written notice in the form of Exhibit C by facsimile to the Existing Facility Agent, with a copy to the Administrative Agent, stating that such Lender’s Existing Facility Advances under the Existing Credit Facility have been satisfied by the Borrower in an amount equal to the Rollover Amount (the “Repaid Amount”) as of the Advance Date and that no funds in respect of the Repaid Amount need be paid on such date by the Borrower to the Existing Facility Agent or by the Existing Facility Agent to such Rollover Lender (it being understood that the portion of any Borrowing comprised Existing Facility Advances being repaid on such date in excess of Offshore Rate Loans, such Interest Period shall the Rollover Amount must be three monthspaid by the Borrower in funds as provided in the Existing Credit Facility); and (Eii) such Rollover Lender shall be deemed to have made, and have outstanding hereunder, that portion of the requested Advance on such Advance Date equal to the Rollover Amount without any requirement that such Lender make available any funds in such amount to the case of a Borrowing comprised of Offshore Currency Loans, Administrative Agent or the Applicable Currency. Borrower on such Advance Date (b) The Dollar Equivalent amount it being understood that the portion of any Borrowing in an Offshore Currency will requested Advance that does not constitute a Rollover Amount shall be determined by the Agent for such Borrowing on the Computation Date therefor advanced in accordance with subsection 2.5(athe preceding paragraph). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank Notice of Borrowing and, unless the Borrower notifies the Administrative Agent that there will make be no Borrowing on a specified Advance Date five (5) Business Days prior to such Advance Date, the Advance Dates set forth on Schedule III shall be irrevocable and binding on the Borrower. If, pursuant to such notice of no Borrowing, any portion of any Rollover Lender’s Available Commitment as of such Advance Date remains undrawn as of such Advance Date, the Commitment of such Lender shall automatically be reduced by such undrawn amount and may not be reinstated. The Borrower shall indemnify each Applicable Lender against any loss, cost or expense incurred by such Applicable Lender as a result of its Pro Rata Share any failure to fulfill on or before the date specified in such Notice of each Borrowing available to or on Schedule III the Agent applicable conditions for the account making of the Company requesting Advances set forth in Article 4, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Borrowing at Applicable Lender to fund the Agent's Payment Office Advance to be made by 12:00 noon (Chicago time) on such Applicable Lender as part of the Borrowing Date requested by under such Company in Same Day Funds and in the requested currency (i) in the case Notice of Borrowing when such Advance, as a Borrowing comprised result of Loans in Dollarssuch failure, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by is not made on such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agentdate. (d) After Upon (i) any prepayment of Existing Facility Advances under the Existing Credit Facility, (ii) the giving effect of any Notice of Borrowing for Advances to be made on a date other than an Advance Date listed on Schedule III or (iii) any Borrowingassignment by a Rollover Lender of any portion of its Commitment, unless the Borrower shall, in the case of clause (i), notify the Administrative Agent and, in each case, the Borrower and the Administrative Agent shall otherwise consent, there may not be more than five (5amend and restate Schedule III without further action by or consent of any Lender to reflect the additional Advance Date and the changed Rollover Amounts of the applicable Lender(s) different Interest Periods in effectand shall provide a copy of such amended and restated Schedule III to each Lender making an Advance on such Advance Date or whose Rollover Amount has changed as a result of the amendment or restatement of Schedule III. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Borrowing shall The Borrower may borrow under the Commitments during the Commitment Period on any Business Day that an Advance may be made upon a Company's irrevocable written notice delivered requested pursuant to the terms of Section 5.2 of the Participation Agreement, provided, that the Borrower shall give the Agent in the form of a Notice of Borrowing irrevocable notice (which notice must be received by the Agent prior to 10:00 a.m. (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Date12:00 Noon, in the case of Offshore Currency Loans; (ii) Austin, Texas time at least three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and Date specifying (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (Ai) the amount to be borrowed (which on any date shall not be in excess of the Borrowingthen Available Commitments), which shall be in an aggregate amount not less than the Minimum Tranche; (Bii) the requested Borrowing Date, which shall (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof, (iv) if the borrowing is to be a Business Day; (C) combination of Eurodollar Loans and ABR Loans, the name respective amounts of the Company proposing to borrow and the each Type of Loans comprising the Borrowing; Loan and (Dv) the duration of the Interest Period applicable to such Loans included in such noticeeach Eurodollar Loan. If Pursuant to the Notice of Borrowing fails to specify the duration terms of the Interest Period for any Borrowing comprised of Offshore Rate LoansParticipation Agreement, such Interest Period the Borrower shall be three months; and (E) in deemed to have delivered such notice upon the case delivery of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined notice by the Construction Agent for or the Lessee containing such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a)required information. Upon receipt of any such notice from the Notice of BorrowingBorrower, the Agent will shall promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the BorrowingLender thereof. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share pro rata share of each Borrowing borrowing available to the Agent for the account of the Company requesting such Borrowing Borrower at the Agent's Payment Office by office of the Agent specified in Section 9.2 prior to 12:00 noon (Chicago Noon, Austin, Texas time) , on the Borrowing Date requested by such Company the Borrower in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 Such borrowing will then be made available to such Company the Borrower by the Agent crediting an account designated, subject to Section 9.1 of the Participation Agreement, by wire transfer in accordance the Borrower on the books of such office with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Lenders and in like funds as received by the AgentAgent or in reliance on Section 2.10(b) hereof. 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. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject In order to subsection 2.3(e) each Borrowing effect a borrowing hereunder, the Borrower shall be made upon a Company's give the Administrative Agent written irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 Noon, New York City time, (Chicago timea) (i) four (4) three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Eurodollar Loans; , or (iib) three (3) one Business Days Day prior to the requested Borrowing Date, in the case of Offshore Rate ABR Loans), specifying (i) the Facility under which such borrowing is to be made, (ii) the amount and Type of Loans denominated in Dollars; and to be borrowed, (iii) on the requested Borrowing Date, Date and (iv) in the case of Base Rate Eurodollar Loans, specifying: (A) the amount respective amounts of each such Type of Loan and the respective lengths of the Borrowinginitial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans and unless otherwise agreed by the Administrative Agent in its sole discretion, which no Loan may be made as, converted into or continued as a Eurodollar Loan with an Interest Period longer than 30 days prior to the date that is 30 days after the Closing Date. Each borrowing shall be in an aggregate amount not less than the Minimum Tranche; equal to (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (Ex) in the case of a Borrowing comprised of Offshore Currency ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the Applicable Currency. then aggregate Available Revolving Commitments are less than $5,000,000, such lesser amount) and (by) The Dollar Equivalent amount in the case of any Borrowing Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in an Offshore Currency will excess thereof (or, if the then aggregate Available Revolving Commitments are less than $5,000,000, such lesser amount); provided that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.5; and provided, further, that Revolving Loans that refund draws under the Letters of Credit or Swingline Loans may be determined by the Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a)amounts less than specified above. Upon receipt of any such notice from the Notice of BorrowingBorrower, the Administrative Agent will shall promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowingrelevant Lender thereof. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank relevant 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 Company requesting such Borrowing Borrower at the Agent's Payment Funding Office by prior to 12:00 noon (Chicago Noon, New York City time) , on the Borrowing Date requested by such Company the Borrower in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAdministrative Agent. The proceeds of all such Loans -21- 27 Such borrowing will then be made available to such Company 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 wire transfer the relevant Lenders and in accordance with written instructions provided to the Agent by such Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 9:00 a.m. (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in DollarsLoans; and (iiiii) on one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than the Minimum Trancheof $500,000 or any multiple of $100,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in . provided, however, that with respect to the case of a Borrowing comprised of Offshore Currency Loansto be made on the Closing Date, the Applicable CurrencyNotice of Borrowing shall be delivered to the Agent not later than 12:00 p.m. (Chicago time) on the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 11:00 a.m. (Chicago time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such the Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) six different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 10:30 a.m. (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in DollarsLoans; and (iiiii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than the Minimum Trancheof $3,000,000 or any multiple of $250,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) with respect to Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) provided, however, that with respect to the Borrowing to be made on the Closing Date, such Borrowing will consist of Base Rate Loans only; and further provided that if the Agent has determined in its sole discretion that syndication of the case Loans has not been completed, then all Borrowings during the first 30 days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month; provided, further, that with the consent of a Borrowing comprised each applicable Lender, Loans made during such 30 day period may have interest periods of Offshore Currency Loans, the Applicable Currencyless than one month. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof and applicable Lender of its receipt of any Notice of Borrowing and, in respect of Borrowings of Revolving Loans, of the amount of such BankRevolving Lender's Pro Rata Revolving Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 1:00 p.m. (Chicago time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by wire transfer in accordance crediting the account of the Company on the books of BofA with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Lenders and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) 10 different Interest Periods in effect. (e) During The Company hereby authorizes the existence Lenders and the Agent to accept Notices of a Default Borrowing based on telephonic notices made by any person or Event of Default a Company may not elect a Loan persons the Agent or any Lender in good faith believes to be acting on behalf of the Company. The Company agrees to deliver promptly to the Agent a written confirmation of each telephonic notice, signed by a Responsible Officer or an Offshore Rate Loanauthorized designee. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

Procedure for Borrowing. (a) Subject The Company may borrow under the Commitments on any Business Day, provided that, with respect to subsection 2.3(e) each Borrowing any borrowing, the Company shall be made upon a Company's give the Administrative Agent irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 2:00 p.m. (Chicago or, with respect to Swing Line Loans, 3:00 p.m.), New York City time) ), (i) four (4) three Business Days prior to the requested Borrowing DateDate if all or any part of the Loans are to be Eurodollar Loans and (ii) one Business Day prior to the requested Borrowing Date (or, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to Swing Line Loans and Loans made on the Closing Date, on 37 32 the requested Borrowing Date, in ) if the case borrowing is to be solely of Offshore Alternate Base Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: specifying (A) the amount of the Borrowingborrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Datewhether such Loans are initially to be Eurodollar Loans or Alternate Base Rate Loans or a combination thereof, which shall be a Business Day; (C) if the name of borrowing is to be entirely or partly Eurodollar Loans, the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration length of the Interest Period for any Borrowing comprised of Offshore such Eurodollar Loans and (D) whether the Loan is a Tranche B-1 Term Loan (with respect to Loans made on the Closing Date), a Swing Line Loan or a Revolving Credit Loan; provided, however, that the Loans made on the Closing Date shall be made initially as Alternate Base Rate Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender. Not later than 2:00 p.m., New York City time, on the Borrowing Date specified in such Interest Period notice, each Lender shall be three months; and make available to the Administrative Agent at the office of the Administrative Agent specified in subsection 11.2 (Eor at such other location as the Administrative Agent may direct) an amount in immediately available funds equal to the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency the Loan to be made by such Lender (except that proceeds of Swing Line Loans will be determined by made available to the Agent for such Borrowing on the Computation Date therefor Company in accordance with subsection 2.5(a3.4(a)). Upon receipt of Loan proceeds received by the Notice of Borrowing, the Administrative Agent will hereunder shall promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing be made available to the Agent for Company by the Administrative Agent's crediting the account of the Company requesting such Borrowing Company, at the Agent's Payment Office office of the Administrative Agent specified in subsection 11.2, with the aggregate amount actually received by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds Administrative Agent from the Lenders and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Administrative Agent. (db) After Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect to any Borrowingthereto, unless (i) the Agent aggregate principal amount of all Eurodollar Loans having the same Interest Period shall otherwise consent, there may not be less than $2,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) no more than five (5) different sixteen Interest Periods shall be in effecteffect at any one time. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject The Company may borrow under the Commitments on any Business Day, PROVIDED that, with respect to subsection 2.3(e) each Borrowing any borrowing, the Company shall be made upon a Company's give the Administrative Agent irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 noon (Chicago or, with respect to Swing Line Loans, 3:00 p.m.), New York City time) , (i) four (4) three Business Days prior to the requested Borrowing DateDate if all or any part of the Loans are to be Eurodollar Loans and (ii) one Business Day prior to the requested Borrowing Date (or, in the case of Offshore Currency Swing Line Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in ) if the case borrowing is to be solely of Alternate Base Rate Loans, specifying: ) and specifying (A) the amount of the Borrowingborrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Datewhether such Loans are initially to be Eurodollar Loans or Alternate Base Rate Loans or a combination thereof, which shall be a Business Day; (C) if the name of borrowing is to be entirely or partly Eurodollar Loans, the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration length of the Interest Period for any such Eurodollar Loans and (D) whether the Loan is a Swing Line Loan or a Revolving Credit Loan. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender. Not later than 12:00 noon, New York City time, on the Borrowing comprised Date specified in such notice, each Lender shall make available to the Administrative Agent at the office of Offshore Rate Loans, the Administrative Agent specified in subsection 11.2 (or at such Interest Period shall be three months; and (Eother location as the Administrative Agent may direct) an amount in immediately available funds equal to the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency the Loan to be made by such Lender (except that proceeds of Swing Line Loans will be determined by made available to the Agent for such Borrowing on the Computation Date therefor Company in accordance with subsection 2.5(a3.4(a)). Upon receipt of Loan proceeds received by the Notice of Borrowing, the Administrative Agent will hereunder shall promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing be made available to the Agent for Company by the Administrative Agent's crediting the account of the Company requesting such Borrowing Company, at the Agent's Payment Office office of the Administrative Agent specified in subsection 11.2, with the aggregate amount actually received by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds Administrative Agent from the Lenders and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Administrative Agent. (db) After Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect to any Borrowingthereto, unless (i) the Agent aggregate principal amount of all Eurodollar Loans having the same Interest Period shall otherwise consent, there may not be less than $2,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) no more than five (5) different six Interest Periods shall be in effecteffect at any one time. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Companythe Borrower's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 11:00 a.m. (Chicago time)) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; Loans, and (iiiii) on one (1) Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than of (i) $5,000,000 or any multiple of $1,000,000 in excess thereof in the Minimum Tranchecase of Offshore Rate Loans and (ii) $1,000,000 or any multiple of $500,000 in excess thereof in the case of Base Rate Loans; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) if an Offshore Rate Loan, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in . provided, however, that with respect to the case of a Borrowing comprised of Offshore Currency Loansto be made on the Closing Date, the Applicable CurrencyNotice of Borrowing shall be delivered to the Agent not later than 12:00 noon (Chicago time) on the Closing Date and such Borrowing will consist of Base Rate Loans only; and further provided that if so requested by the Agent, all Borrowings during the first sixty (60) days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month. (b) The 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing Borrower at the Agent's Payment Office by 12:00 noon 11:00 a.m. (Chicago time) on the Borrowing Date requested by such Company the Borrower in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such Company the Borrower by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company the Borrower of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Companythe Borrower's irrevocable written notice delivered to the Administrative Agent in accordance with Section 10.02 in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m. (Chicago Honolulu, Hawaii time) (i) four (4) Business Days prior to the requested Borrowing Datedate, in the case of Offshore Currency LoansLIBO Rate Advances; and (ii) three (3) one Business Days Day prior to the requested Borrowing Datedate, in the case of Offshore Prime Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate LoansAdvances, specifying: (A) whether the amount Borrowing is to be comprised of the Borrowing, which shall be in an aggregate amount not less than the Minimum TrancheLIBO Rate Advances and/or Prime Rate Advances; (B) the amount of the Borrowing; PROVIDED that LIBO Rate Advances shall be in an aggregate minimum principal amount of Two Million Dollars ($2,000,000) or any integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof; and that Prime Rate Advances shall be in an aggregate minimum principal amount of One Hundred Thousand Dollars ($100,000) or any integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof; (C) the requested Borrowing Datedate, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) if the requested Borrowing consists of one or more LIBO Rate Advances, the duration of the Interest Period applicable to such Loans included in such notice. If thereto; PROVIDED HOWEVER, that if the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore such LIBO Rate LoansAdvances, such Interest Period shall be three (3) months; and (E) in if permitted pursuant to Section 7.07(e) hereof, whether the case requested Borrowing is for the purpose of a Borrowing comprised of Offshore Currency Loans, the Applicable CurrencyWestern Pacific Advance. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share Commitment Percentage of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share Commitment Percentage of each the Borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing Borrower at the Administrative Agent's Payment Office by 12:00 noon (Chicago time) 11:00 a.m. Honolulu, Hawaii time on the Borrowing Date date requested by such Company the Borrower in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAdministrative Agent. The proceeds of all such Loans -21- 27 Advances will then be made available to such Company the Borrower by the Administrative Agent at such office by crediting the account of the Borrower on the books of First Hawaiian Bank or such other accounts as the Borrower, may specify, with the aggregate of the amounts made available to the Administrative Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of Banks and like funds as received by the Administrative Agent. (d) The proceeds from Advances shall be used for (i) general corporate purposes of the Borrower and its Subsidiaries, including working capital, set aside letters for bonding purposes, development and land acquisition, and (ii) Western Pacific Advances pursuant to Section 7.07(e) hereof, and not in contravention of any provision of this Agreement or any Requirement of Law. (e) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, all LIBO Rate Advances shall automatically be converted into Prime Rate Advances. The Borrower shall reimburse each Bank and hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of any such conversion of a LIBO Rate Advance to a Prime Rate Advance on a day that is not the last day of the Interest Period for such LIBO Rate Advance, as provided in Section 3.04 below. (f) After giving effect to any Borrowing, unless the Agent there shall otherwise consent, there may not be more than five (5) different Interest Periods LIBO Rate Advances in effect. (eg) During Notwithstanding any other provision herein, the existence Borrower shall not be permitted to request or obtain LIBO Rate "A" Advances or Prime Rate "A" Advances (but shall be permitted to request or obtain LIBO Rate "B" Advances, LIBO Rate "C" Advances, Prime Rate "B" Advances or Prime Rate "C" Advances) during the period that the Borrower has the right to make Western Pacific Advances pursuant to Section 7.07(e), and if during such period, the Borrower's Leverage Ratio and Interest Coverage Ratio are such that they would have qualified for a LIBO Rate "A" Advance or a Prime Rate "A" Advance, the Borrower shall only be eligible for a LIBO Rate "B" Advance or a Prime Rate "B" Advance, respectively. This prohibition shall be terminated upon the earlier of: (i) the termination of a Default the Borrower's right to make Western Pacific Advances under Section 7.07(e), or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan(ii) December 31, 2001.

Procedure for Borrowing. (a) Subject To request a Borrowing hereunder, Borrower shall hand deliver or telecopy to subsection 2.3(e) each Administrative Agent a Notice of Borrowing shall be made upon a Company's irrevocable written notice delivered to the Agent in the form of EXHIBIT D hereto (a "NOTICE OF BORROWING") prior to 1:00 p.m. (Dallas, Texas time) at least one Business Day before the requested Borrowing Date of each ABR Borrowing, and at least three Business Days before the Borrowing Date of each Eurodollar Borrowing. Each Notice of Borrowing shall specify (which notice must 1) the Borrowing Date; (2) the aggregate amount of the Borrowing requested; (3) whether such Borrowing is to be received by the Agent prior to 10:00 a.m. (Chicago time) (i) four an ABR Borrowing or a Eurodollar Borrowing, and (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the a Eurodollar Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) the duration of the Interest Period applicable to such Loans included in such noticethereto. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period Administrative Agent shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof Lender of Borrower's request, and not later than 12:00 noon (Dallas, Texas time), on the Borrowing Date, each Lender will make available to Administrative Agent at 1717 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ immediately available funds, that Lender's Commitment Percentage of the aggregate amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the After Administrative Agent's Payment Office by 12:00 noon receipt of these funds, not later than 2:00 p.m. (Chicago Dallas, Texas time) on the Borrowing Date requested by such Company and upon fulfillment of the applicable conditions set forth in Same Day Funds and in Article 6, Administrative Agent will make the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made Borrowing available to such Company Borrower in immediately available funds by crediting the Agent by wire transfer in accordance amount thereof to Borrower's account with written instructions provided to the Agent by such Company of like funds as received by the Administrative Agent. (db) After giving effect to any BorrowingAll notices given by Borrower under this SECTION 2.02 shall be irrevocable and shall be given not later than 1:00 p.m. (Dallas, unless Texas time) on a day which is not less than the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effectnumber of Business Days specified above for the notice. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a1) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Companythe Borrower's irrevocable written notice or by facsimile transmission delivered to the Agent in the form of a notice of borrowing ("Notice of Borrowing (Borrowing"), which notice must be received by the Agent prior to 10:00 a.m. (Chicago time) (i) four 5:00 p.m. (4Atlanta, Georgia time) two Business Days prior to the requested Borrowing Funding Date, in the case of Offshore Currency Loans; LIBOR Rate Loans and (ii) three 1:00 p.m. (3) Business Days prior to the requested Borrowing DateAtlanta, in the case of Offshore Rate Loans denominated in Dollars; and (iiiGeorgia time) on the requested Borrowing Funding Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Tranchecase of a LIBOR Rate Loan must equal or exceed $2,500,000 (and increments of $500,000 in excess of such amount); (B) the requested Borrowing Funding Date, which shall must be a Business Day; (C) whether the name of the Company proposing Revolving Loans requested are to borrow be Base Rate Revolving Loans, LIBOR Revolving Loans (and the Type of if not specified, it shall be deemed a request for a Base Rate Revolving Loan) or Revolving Loans comprising the Borrowing;constituting Seasonal Inventory Advances; and (D) the duration of the Interest Period applicable to such for LIBOR Revolving Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the (and if not specified, it shall be deemed a request for an Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three monthsone month); and (E) whether the proceeds of such Borrowing are to be deposited to a Designated Account or sent by wire transfer to a third party, in which case the case Borrower shall provide the Agent with wire transfer instructions satisfactory to the Agent; provided, however, that with respect to the Borrowing to be made on the Closing Date, such Borrowings will consist of a Borrowing comprised of Offshore Currency Loans, the Applicable CurrencyBase Rate Revolving Loans only. (b2) The Dollar Equivalent amount In lieu of any Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a). Upon receipt of the delivering a Notice of Borrowing, the (I) a Responsible Officer may give Agent will promptly notify each Bank thereof and of the amount telephonic notice of such Bank's Pro Rata Share of request for advances to a Designated Account on or before the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, deadline set forth in clause (i) above and the Agent willat all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, upon regardless of whether any written confirmation is received, or (II) whenever a presentment or request for payment is made against a Designated Account in an amount greater than the determination of Dollar Equivalent amount of then available balance therein, such presentment or request shall be deemed to be a request for a Base Rate Revolving Loan on the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount date of such Bank's Pro Rata Share presentment in an amount equal to the excess of such check or other presented payment item over the Borrowingavailable balance therein. (c3) Each Bank will make the amount of its Pro Rata Share of each Borrowing available The Borrower shall have no right to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of request a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of LIBOR Rate Loan while a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loanhas occurred and is continuing.

Procedure for Borrowing. (a) Subject to subsection 2.3(eEach Borrowing (other than an L/C Borrowing) each Borrowing shall be made upon a the Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. 12:00 noon (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iiiii) on the date of the requested Borrowing Date, in the case of Base Rate Loans, specifying: (Ai) the amount of the Borrowing, which shall be in an aggregate minimum amount not less than of $100,000, or any multiple of $10,000 in excess thereof, in the Minimum Tranchecase of Base Rate Loans, and $500,000, or any multiple of $100,000 in excess thereof, in the case of Offshore Rate Loans; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (Div) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in PROVIDED, HOWEVER, that with respect to the case of a Borrowing comprised of Offshore Currency Loansto be made on the Closing Date, the Applicable CurrencyNotice of Borrowing shall be delivered to the Agent not later than 10:00 a.m. (Chicago time) on the Closing Date and such Borrowing will consist of Base Rate Loans only; and PROVIDED FURTHER, all Borrowings during the first 90 days following the Closing 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 no longer than one month. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof of its receipt of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 2:00 p.m. (Chicago time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by wire transfer in accordance crediting the account of the Company on the books of BAI with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Banks and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Companythe applicable Borrower's irrevocable written notice delivered to the Agent relevant Agent's Payment Office in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent (i) prior to 10:00 a.m. 12:00 noon (Chicago time) (i) four (4) three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Eurodollar Loans; , (ii) prior to 12:00 noon (Chicago time) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans) and (iii) prior to 12:00 noon (London time) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate LoansEuros), specifying: (A) the amount of the Borrowing, which shall be in an aggregate amount not less than of (x) $5,000,000 or a higher integral multiple of $1,000,000, in the Minimum Tranchecase of Loans in Dollars, or (y) (a)1,000,000 or a higher integral multiple of (a)500,000, in the case of Loans in Euros; (B) the requested Borrowing Date, which shall be a Business Day; (C) in the name case of the Company proposing to borrow and Loans in Dollars, the Type of Loans comprising the Borrowing;; and (D) in the case of Eurocurrency Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable CurrencyBorrowing. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Administrative Agent will promptly notify each Bank thereof applicable Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender's Pro Rata Share share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the related Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share share of each Borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing applicable Borrower at the relevant Agent's Payment Office by 12:00 noon 1:00 p.m. (Chicago timelocal time of the Agent's Payment Office) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAdministrative Agent. The proceeds of all such Loans -21- 27 will then be made available to such Company the applicable Borrower by the Administrative Agent at such office by crediting the account of such Borrower on the books of Bank of America with the aggregate of the amounts made available to the Administrative Agent by wire transfer the Lenders and in accordance with written instructions provided to the Agent by such Company of like funds as received by the AgentAdministrative Agent (or, in the case of the Subsidiary Borrower, transferring such funds to an account of the Subsidiary Borrower in the United Kingdom or the Federal Republic of Germany designated by the Subsidiary Borrower). (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effecteffect under the Euro Revolving Facility or more than 11 different Interest Periods in effect under all other Facilities collectively. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Companythe Borrower's irrevocable written notice delivered to the Post-Petition Agent in the form of a Notice of Borrowing (which notice must be received by the Post-Petition Agent prior to 10:00 8:30 a.m. (Chicago New York time) (i) four (4) three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum TrancheAmount; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing; (D) in the case of a Borrowing comprised of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If , provided that if the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three monthsone month; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Post-Petition Agent for such Borrowing on the Computation Determination Date therefor in accordance with subsection 2.5(a)therefor. Upon receipt of the Notice of Borrowing, the Post-Petition Agent will promptly notify each Bank Lender thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such BankLender's Pro Rata Share of the Borrowing. (c) Each Bank Tranche B Lender will make the amount of its Tranche B Pro Rata Share of each Borrowing available to the Post-Petition Agent for the account of the Company requesting such Borrowing Borrower, at the Post-Petition Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company the Borrower in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans denominated in Dollars, by 12:00 noon 11:00 a.m. (Chicago New York time), (ii) in the case of a Borrowing in comprised of Offshore CurrencyCurrency Loans, by such time as the Post-Petition Agent may specifydetermine to be necessary for such funds to be credited on such date in accordance with normal banking practices in the place of payment. The proceeds of all such Tranche B Loans -21- 27 will then be made available to such Company the Borrower by the Post-Petition Agent by wire transfer in accordance with written instructions provided to the Post-Petition Agent by such Company the Borrower of like funds as received by the Post-Petition Agent; provided that the Post-Petition Agent shall disburse such funds as it has received from the Lenders to the Borrower (x) in the case of Tranche B Loans denominated in Dollars, no later then 1:00 p.m. (New York time) and (y) in the case of Offshore Currency Loans, no later than two hours after the funding deadline specified by the Post-Petition Agent under clause (ii) above. The Issuing Lender shall not be required to pay its Tranche B Pro Rata Share of any Borrowing to the extent that the amount advanced, when added to any Tranche B Letter of Credit Usage which has not been cash collateralized to the satisfaction of the Issuing Lender, would exceed the Issuing Lender's Tranche B Commitment, and each other Tranche B Lender's Tranche B Pro Rata Share in such Borrowing (along with any payments thereon) shall be increased accordingly. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) six different Interest Periods in effectrespect of all Tranche B Loans together then outstanding. (e) During After giving effect to any Borrowing, the existence amount of a Default or Event of Default a Company may Outstanding Tranche B Obligations shall not elect a Loan to be an Offshore Rate Loanexceed the Tranche B Availability.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing of Loans shall be made upon a the Company's ’s irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (duly completed which notice must be received by the Administrative Agent prior to 10:00 a.m. 12:00 p.m. (Chicago Chicago, Illinois time) (i) four (4) three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency LIBO Rate Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iiiii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying:. (Ab) Each Notice of Borrowing shall specify (i) the amount of the Borrowing, which shall be in an aggregate minimum amount not (A) for Base Rate Loans equal to the lesser of (x) $500,000 or any multiple integrals of $100,000 in excess thereof or (y) the unadvanced portion of the applicable Available Borrowing Base and (B) for LIBO Rate Loans $1,000,000 or any multiple integrals of $1,000,000 in excess thereof (if the Available Borrowing Base as of such Borrowing Date will be less than $1,000,000, then the Minimum Tranche; Company may not request an LIBO Rate Loan); (Bii) the requested Borrowing Date, which shall be a Business Day; ; (Ciii) the name Company’s calculation of the Company proposing to borrow and current Applicable Margin; (iv) the Interest Rate Type of Loans comprising the Borrowing; ; and (Dv) for LIBO Rate Loans the duration of the Interest Period applicable to such Loans included in such noticeLoans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore LIBO Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency. (bc) The Dollar Equivalent amount number of any Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a). Upon receipt tranches outstanding of the Notice of LIBO Rate Loans, whether under a Borrowing, the conversion or continuation, shall not exceed eight (8) at any one time. (d) The Administrative Agent will promptly notify each Bank thereof Lender of its receipt of any Notice of Borrowing and of the amount of such Bank's Lender’s Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (ce) Each Bank Provided the applicable conditions in Article V are met, each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Administrative Agent for the account of the Company requesting such Borrowing at the Agent's ’s Payment Office by 12:00 noon p.m. (Chicago Chicago, Illinois time) on the Borrowing Date requested by such Company the Company, in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAdministrative Agent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Administrative Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received account(s) specified by the AgentCompany in the related Notice of Borrowing. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a the Company's irrevocable (except in the circumstances described in SECTION 3.2, 3.3 or 3.5 as provided therein) written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 10:00 a.m. (Chicago time) (i) four (4) Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in DollarsLoans; and (iiiii) on one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, specifying: (A) the amount of the Borrowing, which in the case of Base Rate Loans made other than pursuant to SECTION 2.16.3(c) or 2.17(e) shall be in an aggregate minimum amount not less than of $1,000,000 or any multiple of $100,000 in excess thereof, and in the Minimum Tranchecase of Offshore Rate Loans shall be in an aggregate minimum amount of $2,000,000 or any multiple of $100,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) in the case of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three monthsone month; and PROVIDED that, with respect to the Borrowing to be made on the Closing Date, a Notice of Borrowing with respect to Base Rate Loans may be delivered to the Agent not later than 10:00 a.m. (EChicago time) in on the case of a Borrowing comprised of Offshore Currency Loans, the Applicable CurrencyClosing Date. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank thereof Lender of its receipt of any Notice of Borrowing and of the amount of such BankLender's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the that Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon 10:00 a.m. (Chicago time) on the Borrowing Date requested by such the Company in Same Day Funds and in funds immediately available to the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specifyAgent. The proceeds of all such Loans -21- 27 will then be made available to such the Company by the Agent at such office by wire transfer in accordance crediting the account of the Company on the books of BofA with written instructions provided the aggregate of the amounts made available to the Agent by such Company of the Lenders and in like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) twelve different Interest Periods in effect. (e) During If there is any conflict between this Section 2.3 and any applicable Alternate Currency Annex, this Section 2.3 and such Alternate Currency Annex shall be construed and interpreted, if possible, to avoid or minimize such conflict, but to the existence extent of a Default or Event of Default a Company may not elect a any remaining conflict such Alternate Currency Annex shall prevail and control with respect to any Alternate Currency Loan to be an Offshore Rate Loansubject thereto.

Procedure for Borrowing. (a) Subject to subsection 2.3(e) each Each Borrowing shall be made upon a Companythe Borrower's irrevocable written notice delivered to the Post-Petition Agent in the form of a Notice of Borrowing (which notice must be received by the Post-Petition Agent prior to 10:00 8:30 a.m. (Chicago New York time) (i) four (4) three Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, in the case of Base Rate Loans, specifying,: (A) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum TrancheAmount; (B) the requested Borrowing Date, which shall be a Business Day; (C) the name of the Company proposing to borrow and the Type of Loans comprising the Borrowing;; and (D) in the case of a Borrowing comprised of Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If , provided that if the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currencyone month. (b) 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 subsection 2.5(a). Upon receipt of the Notice of Borrowing, the Post-Petition Agent will promptly notify each Bank Lender thereof and of the amount of such BankTranche A Lender's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Tranche A Pro Rata Share of the Borrowing. (c) Each Bank Tranche A Lender will make the amount of its Tranche A Pro Rata Share of each Borrowing available to the Post-Petition Agent for the account of the Company requesting such Borrowing Borrower, at the Post-Petition Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company the Borrower in Same Day Funds and in the requested currency by 11:00 a.m. (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago New York time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Tranche A Loans -21- 27 will then be made available to such Company the Borrower by the Post-Petition Agent by wire transfer in accordance with written instructions provided to the Post-Petition Agent by such Company the Borrower of like funds as received by the Post-Petition Agent; provided that the Post-Petition Agent shall disburse such funds as it has received from the Tranche A Lenders to the Borrower, no later then 1:00 p.m. (New York time). (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) six different Interest Periods in effecteffect in respect of all Tranche A Loans together then outstanding. (e) During After giving effect to any Borrowing, the existence amount of a Default or Event of Default a Company may Tranche A Loans so made on any date shall not elect a Loan to be an Offshore Rate Loanexceed the Tranche A Availability on such date.

Procedure for Borrowing. Whenever Borrower desires an Advance under the Commitment, it shall give Agent telegraphic, telex, facsimile or telephonic notice (a“Notice of Borrowing”) Subject to subsection 2.3(e) each of such requested Advance, which in the case of telephonic notice, shall be promptly confirmed in writing. Each Notice of Borrowing shall be made upon a Company's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must Exhibit “A” attached hereto and shall be received by the Agent prior to 10:00 not later than 11:00 a.m. (Chicago Midland, Texas time) , (i) four one (41) Business Days Day prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three (3) Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (iii) on the requested Borrowing Date, Date in the case of Base Rate Loans, specifying: or (Aii) two (2) Business Days prior to any proposed Borrowing Date in the case of LIBOR Loans. Each Notice of Borrowing shall specify (i) the amount of the Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; Borrowing Date (B) the requested Borrowing Date, which shall be a Business Day; ), (Cii) the name principal amount to be borrowed, (iii) the portion of the Company proposing to borrow Advance constituting Base Rate Loans and/or LIBOR Loans and the Type of Loans comprising the Borrowing; (Div) the duration if any portion of the proposed Advance is to constitute LIBOR Loans, the initial Interest Period selected by Borrower pursuant to Section 4 hereof to be applicable thereto. Upon receipt of such Notice, Agent shall advise each Lender thereof; provided, that if the Lenders have received at least one (1) day’s notice of such Advance prior to such Loans included in such notice. If the Notice funding of Borrowing fails a Base Rate Loan, or at least two (2) days’ notice of each Advance prior to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; and (E) funding in the case of a LIBOR Loan, each Lender shall provide Agent at its office at ▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, not later than 1:00 p.m., Midland, Texas time, on the Borrowing comprised Date, in immediately available funds, its Pro Rata Part of Offshore Currency Loansthe requested Advance, but the aggregate of all such fundings by each Lender shall never exceed such Lender’s Commitment. Not later than 2:00 p.m., Midland, Texas time, on the Borrowing Date, Agent shall make available to the Borrower at the same office, in like funds, the Applicable Currency. (b) The Dollar Equivalent aggregate amount of such requested Advance. Neither Agent nor any Lender shall incur any liability to the Borrower in acting upon any Notice of Borrowing referred to above which Agent or such Lender believes in an Offshore Currency will be determined good faith to have been given by the Agent 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(c). Upon funding of Advances by Lenders and such Borrowing on the Computation Date therefor funds being made available to Borrower in accordance with subsection 2.5(a). Upon receipt of the Notice of Borrowingthis Agreement, pursuant to any such Notice, the Agent will promptly notify each Bank thereof and of the amount of such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the BorrowingBorrower shall have effected Advances hereunder. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Company requesting such Borrowing at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by such Company in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case of a Borrowing in Offshore Currency, by such time as the Agent may specify. The proceeds of all such Loans -21- 27 will then be made available to such Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by such Company of like funds as received by the Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect. (e) During the existence of a Default or Event of Default a Company may not elect a Loan to be an Offshore Rate Loan.