Common use of Procedure for Loan Borrowing Clause in Contracts

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each 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 Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by (a) the Administrative Agent prior to 12:00 Noon10:00 A.M., New York City time, three (a3) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar LoansEurocurrency Loans denominated in the Base Currency, (b) the Administrative Agent (London Office) prior to 10:00 A.M., London time, four (4) Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans denominated in the Optional Currency, or (bc) one Business Day the Administrative Agent prior to 10:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) whether such Loans are to be denominated in the Base Currency or in the Optional Currency, (iii) the requested Borrowing Date and (iiiiv) in the case of Eurodollar Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and ), (y) in the case of Eurodollar LoansEurocurrency Loans denominated in the Base Currency, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and (z) in the case of Eurocurrency Loans denominated in the Optional Currency, EUR 5,000,000 or a whole multiple of EUR 1,000,000 in excess thereof. 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 Funding Office prior to 12:00 Noon2:00 P.M., New York City timetime (the “Borrowing Time”), on the Borrowing Date requested by the Borrower Borrower, in each case in funds immediately available in Euros or Dollars, as the case may be, to the Administrative Agent. Such borrowing will then be made available at 2:00 P.M., New York City time on the Borrowing Date to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. Should any such borrowing notice from the Borrower indicate an account on the books of another bank or financial institution, the Administrative Agent shall transfer the amounts described in such borrowing notice to such account within a reasonable period of time.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Closing Date, in the case of Eurodollar LIBOR Loans, or (b) one Business Day prior to on the requested Borrowing Closing Date, in the case of ABR Base Rate Loans), substantially in the form of Exhibit H, specifying (i) the amount and Type of Loans requested to be borrowed, (ii) borrowed on the requested Borrowing Closing Date and (iiiii) in the case of Eurodollar LIBOR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any All Loans made shall initially be Base Rate Loans unless the Borrower has provided the notice for LIBOR Loans set forth in clause (a) above and has entered into a pre-funding indemnity agreement with respect to such borrowing of LIBOR Loans on the Closing Date shall initially be ABR Loans. Each borrowing under in form and substance reasonably satisfactory to the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereofAdministrative Agent. 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 Loans to be made by such Lender available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon2:00 P.M., New York City time, on the Borrowing Closing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting wiring the account of money in accordance with instructions from the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by (a) the Administrative Agent prior to 12:00 Noon10:00 A.M., New York City time, three (a3) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar LoansEurocurrency Loans denominated in the Base Currency, (b) the Administrative Agent (London Office) prior to 10:00 A.M., London time, four (4) Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans denominated in the Optional Currency, or (bc) one Business Day the Administrative Agent prior to 10:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) whether such Loans are to be denominated in the Base Currency or in the Optional Currency, (iii) the requested Borrowing Date and (iiiiv) in the case of Eurodollar Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and ), (y) in the case of Eurodollar LoansEurocurrency Loans denominated in the Base Currency, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and (z) in the case of Eurocurrency Loans denominated in the Optional Currency, EUR 5,000,000 or a whole multiple of EUR 1,000,000 in excess thereof. 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 Funding Office prior to 12:00 Noon2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower Borrower, in each case in funds immediately available in Euros or Dollars, as the case may be, to the Administrative Agent. Such borrowing will then be made available at 2:00 P.M., New York City time on the Borrowing Date to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. Should any such borrowing notice from the Borrower indicate an account on the books of another bank or financial institution, the Administrative Agent shall transfer the amounts described in such borrowing notice to such account within a reasonable period of time.

Procedure for Loan Borrowing. (a) The Borrower may borrow under the Commitments Total Participations during the Commitment Funding Request Period on any Business Day, ; provided that the Borrower shall give the Administrative Agent irrevocable notice (a “Borrowing Notice”) (which notice Borrowing Notice must be received by (a) the Administrative Agent prior to 12:00 Noon11:00 A.M., New York City time, three (a3) three U.S. Government Securities Business Days prior to the requested Borrowing Date, in the case of Eurodollar Daily Simple SOFR Loans, or (b) one Business Day the Administrative Agent prior to 11:00 A.M., New York City time, three (3) U.S. Government Securities Business Days prior to the requested Borrowing Date, in the case of Term SOFR Loans or (c) the Administrative Agent prior to 11:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Daily Simple SOFR Loans and Term SOFR Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. . (b) Each borrowing under the Commitments Total Participations shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments Participations are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Daily Simple SOFR Loans or Term SOFR Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each . (c) With respect to each borrowing requested by the Borrower, each then Approving Lender will make the amount of its pro rata share Participation Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon2:00 P.M., New York City timetime (the “Borrowing Time”), on the Borrowing Date requested by the Borrower Borrower, in each case in funds immediately available in Dollars to the Administrative Agent. Such borrowing will then be made available at 2:00 P.M., New York City time on the Borrowing Date to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. Should any such Borrowing Notice from the Borrower indicate an account on the books of another bank or financial institution, the Administrative Agent shall transfer the amounts described in such Borrowing Notice to such account within a reasonable period of time. For the avoidance of doubt, any Declining Lender shall remain obligated to fund Loans with respect to any Borrowing Notice delivered by the Borrower to the Administrative Agent prior to the delivery of the Declining Lender Notice by such Declining Lender.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided PROVIDED that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata PRO RATA share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available at 12:00 Noon, New York City time, on the Borrowing Date to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. Should any such borrowing notice from the Borrower indicate an account on the books of another bank or financial institution, the Administrative Agent shall transfer the amounts described in such borrowing notice to such account within a reasonable period of time.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR LoansLoans unless the Borrower has provided the notice for Eurodollar Loans set forth in clause (a) above and has entered into a pre-funding indemnity agreement with respect to such borrowing of Eurodollar Loans on the Closing Date in form and substance reasonably satisfactory to the Administrative Agent. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each 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 Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting wiring the account of money in accordance with instructions from the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business DayDay (but not more than once on any single Business Day with respect to Weekly Reset LIBO Rate Loans, unless otherwise approved by the Administrative Agent in its sole discretion), provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by (a) the Administrative Agent prior to 12:00 Noon, New York City time, 10:00 A.M. three (a3) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Eurocurrency Loans, or (b) one Business Day the Administrative Agent prior to 9:00 A.M. on the requested Borrowing Date, in the case of ABR LoansWeekly Reset LIBO Rate Loans comprising a Borrowing in an aggregate amount equal to or greater than $200,000,000, or (c) 10:30 A.M. on the requested Borrowing Date, in the case of Weekly Reset LIBO Rate Loans comprising a Borrowing in an aggregate amount less than $200,000,000), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (xy) in the case of ABR Weekly Reset LIBO Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) ), and (yz) in the case of Eurodollar Eurocurrency Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each 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 Funding Office prior to 12:00 Noon, New York City time1:00 P.M. (the “Borrowing Time”), on the Borrowing Date requested by the Borrower Borrower, in funds each case in immediately available Dollar funds, to the Administrative Agent. Such borrowing will then be made available at 2:00 P.M. on the Borrowing Date to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. Should any such borrowing notice from the Borrower indicate an account on the books of another bank or financial institution, the Administrative Agent shall transfer the amounts described in such borrowing notice to such account within a reasonable period of time.

Procedure for Loan Borrowing. (a) The Borrower Borrowers may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower Company shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent (i) prior to 12:00 Noon, New York City time, (a) three five Business Days (or such later time as may be agreed to by Administrative Agent in its sole discretion) prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (bii) one prior to 12:00 Noon, New York City time three Business Day Days (or such later time as may be agreed to by Administrative Agent in its sole discretion) prior to the requested Borrowing Date, in the case of ABR LoansLoans (including for purposes of financing payments required by Section 3.5), specifying (iA) the amount and Type of Loans to be borrowed, (iiB) the requested Borrowing Date Date, (C) the account to which such Borrowing should be credited or wired, and (iiiD) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Notwithstanding the foregoing, the Borrowers may notify Administrative Agent by telephone or electronic communication of any such request within the time periods set forth herein as long as Borrower thereafter promptly sends written notice containing the information specified in this Section 2.5. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof). Upon receipt of any such notice from the a 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 Borrowers at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date (or such later time as may be agreed to by Administrative Agent in its sole discretion) requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The Administrative Agent will then be made make the borrowings available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of Borrowers in accordance with this Section in such office with the aggregate of the amounts as made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentAgent from the Lenders. (b) In the event that either Borrower fails to reimburse any Lender in accordance with Section 3.5 for the amount of any draft paid by such Lender under any Letter of Credit issued by it, and for all other amounts due in connection therewith pursuant to Section 3.5 (the “Reimbursement Payment”), then on the date that the Reimbursement Payment is due, the Borrowers shall be deemed to have made a request for a borrowing of ABR Loans in an amount equal to the Reimbursement Payment, which deemed request shall not be subject to any condition precedent set forth in Section 5.2 and shall be irrevocable. Each Lender acknowledges and agrees that its obligation to make its pro rata share of any such borrowing available to the Administrative Agent is absolute and unconditional and shall not be affected by any event, happening or circumstance whatsoever, including the failure of any condition precedent set forth in Section 5.2 to be satisfied at the time of such deemed request.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR LoansLoans unless the Borrower has provided the notice for Eurodollar Loans set forth in clause (a) above and has entered into a pre-funding indemnity agreement with respect to such borrowing of Eurodollar Loans on the Effective Date in form and substance reasonably satisfactory to the Administrative Agent. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each 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 Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting wiring the account of money in accordance with instructions from the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Company and any Subsidiary Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Company or the relevant Subsidiary Borrower shall give the Administrative Agent irrevocable written notice (which or telephonic notice must be received by the Administrative Agent promptly confirmed in writing) prior to (a) 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar RFR Loans, or (b) one Business Day prior to 12:00 Noon, New York City time, on the requested Borrowing Datedate of the proposed borrowing, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, borrowed and (ii) the requested Borrowing Date and (iii) in Date. If no election as to the case of Eurodollar Loans, the respective amounts of each such Type of a Loan and is specified in any such notice, then the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date requested borrowing shall initially be an ABR LoansLoan. Each borrowing under the Commitments shall be in an amount equal to (xi) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than or (ii) $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 50,000,000 or a whole multiple of $1,000,000 10,000,000 in excess thereof. Upon receipt of any such notice from the Company or any Subsidiary Borrower, the Administrative Agent shall promptly notify each Lender thereofof such notice. 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 or the relevant Subsidiary Borrower at the Funding Office prior to 12:00 Noon2:00 P.M., New York City time, on the Borrowing Date requested by the Company or such Subsidiary Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Company or the relevant Subsidiary Borrower by the Administrative Agent crediting the account of the Company or the relevant Subsidiary Borrower on the books of such office or such other account as the Company or relevant Subsidiary Borrower may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day; provided, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar LIBOR Loans, or (b) one Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), substantially in the form of Exhibit J, specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar LIBOR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Restatement Effective Date shall initially be ABR LoansBase Rate Loans unless the Borrower has provided the notice for LIBOR Loans set forth in clause (a) above and has entered into a pre-funding indemnity agreement with respect to such borrowing of LIBOR Loans on the Restatement Effective Date in form and substance reasonably satisfactory to the Administrative Agent. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar LIBOR Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Commitments that are Base Rate Loans in other amounts pursuant to Section 2.22. 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 Funding Office prior to 12:00 Noon2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting wiring the account of money in accordance with instructions from the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Closing Date, in the case of Eurodollar LIBOR Loans, or (b) one Business Day prior to on the requested Borrowing Closing Date, in the case of ABR Base Rate Loans), substantially in the form of Exhibit H, specifying (i) the amount and Type of Loans requested to be borrowed, (ii) borrowed on the requested Borrowing Closing Date and (iiiii) in the case of Eurodollar LIBOR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any All Loans made shall initially be Base Rate Loans unless the Borrower has provided the notice for LIBOR Loans set forth in clause (a) above and has entered into a pre-funding indemnity agreement with respect to such borrowing of LIBOR Loans on the Closing Date shall initially be ABR Loans. Each borrowing under in form and substance reasonably satisfactory to the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereofAdministrative Agent1. 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 Loans to be made by such Lender available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon2:00 P.M., New York City time, on the Borrowing Closing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting wiring the account of money in accordance with instructions from the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit G (which notice must be received by the Administrative Agent prior to 12:00 Noon(a) 11:00 A.M., New York City time, (a) three U.S. Government Securities Business Days prior to the requested Borrowing Date, in the case of Eurodollar Term SOFR Loans, or (b) one Business Day prior to 10:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Term SOFR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 250,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000250,000, such lesser amount) and (y) in the case of Eurodollar Term SOFR Loans, $10,000,000 250,000 or a whole multiple of $1,000,000 100,000 in excess thereofthereof (or, if the then aggregate Available Revolving Commitments are less than $250,000, such lesser amount). 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 Funding Office prior to 12:00 Noon1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each 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 Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Restatement Date, in the case of New Loans that are Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Restatement Date, in the case of ABR New Loans that are Base Rate Loans), specifying (i) the amount and Type of New Loans to be borrowed, borrowed and (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of New Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the an amount of equal to its pro rata share of each borrowing New Commitment available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Restatement Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. On the Restatement Date, immediately after giving effect to the conversion of Existing Loans into Loans hereunder pursuant to Section 2.1(b), the Borrower will use funds made available to it by the Administrative Agent pursuant to this Section 2.2, together with cash on hand in an amount not less than $40,000,000, to pay amounts outstanding under the Original Credit Agreement on the Restatement Date (immediately after giving effect to the conversion of Existing Loans into Loans hereunder pursuant to Section 2.1(b)). For the avoidance of doubt, each Lender party hereto on the Restatement Date hereby acknowledges and agrees that it shall have no right to a pro rata payment under Section 3.7(b) in respect of the $40,000,000 payment to be made by the Borrower pursuant to the immediately preceding sentence, which payment shall be used to pay amounts outstanding under the Original Credit Agreement on the Restatement Date (immediately after giving effect to the conversion of Existing Loans into Loans hereunder pursuant to Section 2.1(b)).

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by (a) the Administrative Agent prior to 12:00 Noon10:00 A.M., New York City time, three (a3) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar LoansTerm Benchmark Loans denominated in the Base Currency, (b) the Administrative Agent (London Office) prior to 10:00 A.M., London time, four (4) Business Days prior to the requested Borrowing Date, in the case of Term Benchmark Loans denominated in the Optional Currency, or (bc) one Business Day the Administrative Agent prior to 10:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) whether such Loans are to be denominated in the Base Currency or in the Optional Currency, (iii) the requested Borrowing Date and (iiiiv) in the case of Eurodollar Term Benchmark Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and ), (y) in the case of Eurodollar LoansTerm Benchmark Loans denominated in the Base Currency, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and (z) in the case of Term Benchmark Loans denominated in the Optional Currency, EUR 5,000,000 or a whole multiple of EUR 1,000,000 in excess thereof. 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 Funding Office prior to 12:00 Noon2:00 P.M., New York City timetime (the “Borrowing Time”), on the Borrowing Date requested by the Borrower Borrower, in each case in funds immediately available in Euros or Dollars, as the case may be, to the Administrative Agent. Such borrowing will then be made available at 2:00 P.M., New York City time on the Borrowing Date to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. Should any such borrowing notice from the Borrower indicate an account on the books of another bank or financial institution, the Administrative Agent shall transfer the amounts described in such borrowing notice to such account within a reasonable period of time.

Procedure for Loan Borrowing. The Company may request the US Tranche Revolving Lenders to make US Tranche Revolving Loans to the Company and each Borrower may borrow under request the Commitments during the Commitment Period Multicurrency Tranche Revolving Lenders to make Multicurrency Tranche Revolving Loans to such Borrower, in each case on any Business Day, provided that Day during the Borrower shall give Revolving Commitment Period for such Class of Revolving Loans by delivering a Notice of Borrowing with respect to such Revolving Loans. The Company may request the Administrative Agent irrevocable notice (which notice must be received Term Lenders of any Class to make Term Loans of such Class to the Company by the Administrative Agent prior delivering a Notice of Borrowing with respect to 12:00 Noonsuch Term Loans not later than 11:00 a.m., New York City time, (a) three Business Days prior to before the proposed date of borrowing, if the requested Borrowing Date, in the case of Eurodollar Term Loans shall be Eurocurrency Loans, or (b) one Business Day prior to on the proposed date of borrowing, if the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Term Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments of Loans shall be in an amount equal to (xa) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available undrawn amount of the Commitments are is less than $1,000,000, such lesser amount) and (yb) in the case of Eurodollar Eurocurrency Loans, (i) if in Dollars, $10,000,000 2,000,000 or a whole multiple increments of $1,000,000 500,000 thereafter and (ii) if in excess thereofany Available Foreign Currency, an amount in such Available Foreign Currency of which the Dollar Equivalent Amount is at least $2,000,000. Upon receipt of any such notice Notice of Borrowing from the a Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Subject to the terms and conditions hereof, each Lender will make the amount of its pro rata share of each such borrowing available to the Administrative Agent for the account of the applicable Borrower requesting such Loan at the Funding Office Office, and at or prior to 12:00 Noonthe Funding Time, New York City time, on for the Borrowing Date requested by the Borrower Currency of such Loan in funds immediately available to the Administrative Agent; provided, that each Lender has the option of making any portion of each such borrowing available to the Administrative Agent through a branch or affiliate of such Lender. Such borrowing will then be made available to the applicable Borrower by requesting such Loan at the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and Funding Office, in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Availability Period on any Business Day, provided PROVIDED that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans) (PROVIDED that any such notice of a borrowing of ABR Loans to finance payments required by Section 3.04 may be given not later than 11:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender Bank thereof. Each Lender Bank will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders Banks and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by (a) the Administrative Agent prior to 12:00 Noon11:00 A.M., New York City time, three (a3) three U.S. Government Securities Business Days prior to the requested Borrowing Date, in the case of Eurodollar LoansDaily Simple SOFR Loans denominated in the Base Currency, (b) the Administrative Agent (London Office) prior to 11:00 A.M., London time, four (4) Business Days prior to the requested Borrowing Date, in the case of Euribor Rate Loans denominated in the Optional Currency, or (bc) one Business Day the Administrative Agent prior to 11:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) whether such Loans are to be denominated in the Base Currency or in the Optional Currency, (iii) the requested Borrowing Date and (iiiiv) in the case of Eurodollar Daily Simple SOFR Loans and Euribor Rate Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and ), (y) in the case of Eurodollar LoansDaily Simple SOFR Loans denominated in the Base Currency, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and (z) in the case of Euribor Rate Loans denominated in the Optional Currency, EUR 5,000,000 or a whole multiple of EUR 1,000,000 in excess thereof. 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 Funding Office prior to 12:00 Noon1:00 P.M., New York City timetime (the “Borrowing Time”), on the Borrowing Date requested by the Borrower Borrower, in each case in funds immediately available in Euros or Dollars, as the case may be, to the Administrative Agent. Such borrowing will then be made available at 2:00 P.M., New York City time on the Borrowing Date to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. Should any such borrowing notice from the Borrower indicate an account on the books of another bank or financial institution, the Administrative Agent shall transfer the amounts described in such borrowing notice to such account within a reasonable period of time.

Procedure for Loan Borrowing. The Borrower Company may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower Company shall give the Administrative Agent irrevocable written notice (which or telephonic notice must be received by the Administrative Agent promptly confirmed in writing) prior to (a) 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar RFR Loans, or (b) one Business Day prior to 12:00 Noon, New York City time, on the requested Borrowing Datedate of the proposed borrowing, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, borrowed and (ii) the requested Borrowing Date and (iii) in Date. If no election as to the case of Eurodollar Loans, the respective amounts of each such Type of a Loan and is specified in any such notice, then the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date requested borrowing shall initially be an ABR LoansLoan. Each borrowing under the Commitments shall be in an amount equal to (xi) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than or (ii) $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 50,000,000 or a whole multiple of $1,000,000 10,000,000 in excess thereof. Upon receipt of any such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender thereofof such notice. 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 Company at the Funding Office prior to 12:00 Noon2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office or such other account as the Company may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower may borrow under ----------------------------------------- the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefortherefore (each, a "Notice of Borrowing"). Any Loans made on the Closing Date shall initially be ABR Base Rate Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each 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 Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then The proceeds of each such Loan shall be made available to the Borrower disbursed by the Administrative Agent crediting the account of in accordance with instructions provided by the Borrower on in each Notice of Borrowing, which, if so specified in the books applicable Notice of such office with Borrowing, may be used to repay the aggregate Borrower's Reimbursement Obligations in respect of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agenta drawing under a Letter of Credit.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (provided such notice may be conditioned upon the consummation of the Acquisition) (which notice must be received by the Administrative Agent (i) prior to 11:00 A.M., New York City time, three Business Days prior to the Closing Date, in the case of Term Benchmark Loans, or (ii) prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Closing Date, in the case of ABR Loans)) requesting that the Appropriate Lenders make the Loans on the Closing Date, specifying (i) the amount principal amount, Type and Type Tranche of Loans to be borrowed, (ii) the requested date of the Borrowing Date and (iii) in the case of Eurodollar Term Benchmark Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any therefor (and if the Borrower fails to specify a Type of Loan in such notice, then the applicable Loans shall be made on the Closing Date shall initially be as ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Appropriate Lender of the applicable Tranche 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 Funding Office prior to 12:00 NoonNot later than 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately Closing Date, each Appropriate Lender shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds equal to the Loans to be made available to the Borrower by the such Appropriate Lender. The Administrative Agent crediting shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Appropriate Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The (a) A Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the such Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans) (provided that any such notice of a borrowing of Base Rate Loans to finance payments required to be made pursuant to Section 2.5 may be given not later than 10:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR LoansBase Rate Loans and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Loan may be made as, converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date that is 5 days after the Closing Date. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the a 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 such Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the such Borrower by the Administrative Agent crediting the account of the such Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (b) Unless the Administrative Agent shall have been notified by any Lender prior to the date of borrowing that such Lender does not intend to make available to the Administrative Agent its Percentage of the borrowing to be made on such date, the Administrative Agent may assume that such Lender will make such amount available to the Administrative Agent on the Settlement Date and the Administrative Agent, in reliance upon such assumption, may but shall not be obligated to make available the amount of the borrowing to be provided by such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent its Percentage of such borrowing on such date and the Administrative Agent shall have so made available to the Borrowers a corresponding amount on behalf of such Lender, the Administrative Agent may recover such amount on demand from such Lender. If such Lender does not pay such corresponding amount promptly upon the Administrative Agent’s demand therefor, the Administrative Agent may promptly notify the Borrowers and the Borrowers shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the interest rate otherwise applicable to the outstanding Loans.

Procedure for Loan Borrowing. The (a) A Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the such Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans) (provided that any such notice of a borrowing of Base Rate Loans to finance payments required to be made pursuant to Section 3.5 may be given not later than 10:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $1,000,000 500,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. 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 Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (b) Each Lender and each Group Member hereby authorizes the Administrative Agent, in its sole discretion, to make Protective Advances on behalf of the Borrower (including in the event that the Borrower is unable to satisfy with the conditions precedent to an Extension of Credit set forth in Section 5) in accordance herewith. (c) Unless the Administrative Agent shall have been notified by any Lender prior to the date of borrowing that such Lender does not intend to make available to the Administrative Agent its Percentage of the borrowing to be made on such date, the Administrative Agent may assume that such Lender will make such amount available to the Administrative Agent on the Settlement Date and the Administrative Agent, in reliance upon such assumption, may but shall not be obligated to make available the amount of the borrowing to be provided by such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent its Percentage of such borrowing on such date and the Administrative Agent shall have so made available to the Borrower a corresponding amount on behalf of such Lender, the Administrative Agent may recover such amount on demand from such Lender. If such Lender does not pay such corresponding amount promptly upon the Administrative Agent’s demand therefor, the Administrative Agent may promptly notify ACEP and the Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the interest rate otherwise applicable to the outstanding Loans. (d) Unless the Majority Lenders have instructed the Administrative Agent to the contrary, the Administrative Agent on behalf of the Lenders may but shall not be obligated to make Base Rate Loans under clause (b) above without prior notice of the proposed borrowing to the Lenders, subject to the following settlement arrangements: (i) The amount of each Lender’s Percentage of Loans shall be computed weekly (or more frequently in the Administrative Agent’s discretion) and shall be adjusted upward or downward on the basis of the amount of outstanding Loans as of 5:00 P.M. on the last Business Day of the period specified by the Agent (such date, the “Settlement Date”). The Administrative Agent shall deliver to each of the Lenders promptly after the Settlement Date a summary statement of the amount of outstanding Loans for such period. The Lenders shall transfer to the Administrative Agent such amounts as are necessary so that (after giving effect to all such transfers) the amount of Loans made by each Lender shall be equal to such Lender’s Percentage of the aggregate amount of Loans outstanding as of such Settlement Date. If the summary statement is received by the Lenders prior to 12:00 noon on any Business Day, each Lender shall make the transfers described above in immediately available funds no later than 3:00 P.M. on the day such summary statement was received; and if such summary statement is received by the Lenders after 12:00 noon on such day, each Lender shall make such transfers no later than 3:00 P.M. on the next succeeding Business Day. The obligation of each of the Lenders to transfer such funds shall be irrevocable and unconditional and without recourse to or warranty by the Administrative Agent. Each of the Administrative Agent and the Lenders agrees to mxxx its books and records on the Settlement Date to show at all times the dollar amount of its Percentage of the outstanding Loans. (ii) To the extent that the settlement described above shall not yet have occurred, upon repayment of Loans by the Borrower, the Administrative Agent may first apply such amounts repaid directly to the amounts made available by the Agent pursuant to this Section 2.2(d). (iii) Because the Administrative Agent on behalf of the Lenders may be advancing and/or may be repaid Loans prior to the time when the Lenders will actually advance and/or be repaid Loans, interest with respect to Loans shall be allocated by the Administrative Agent to each Lender and to the Administrative Agent in accordance with (A) the amount of Loans actually advanced by and repaid to each Lender and to the Administrative Agent, and (B) the timing of each such advance by or repayment to each Lender and Administrative Agent, and (x) shall accrue in favor of Administrative Agent from and including the date such Loans are so advanced by Administrative Agent to but excluding the date such Loans are either repaid by the Borrower or actually settled by the applicable Lender as described in this Section, and (y) shall accrue in favor of each Lender from and including the date that such Lender funds to Administrative Agent its Percentage of such Loans to but excluding the date such Loans are repaid by the Borrower.

Procedure for Loan Borrowing. The Borrower Company may borrow under the Commitments under any Facility during the applicable Commitment Period on any Business Day, provided that the Borrower Company shall give the Administrative Agent irrevocable written notice (which or telephonic notice must be received by the Administrative Agent promptly confirmed in writing) prior to (a) 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Eurocurrency Loans, or (b) one Business Day prior to 12:00 Noon, New York City time, on the requested Borrowing Datedate of the proposed borrowing, in the case of ABR Loans), specifying (i) the amount amount, Facility and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period Period(s) therefor. Any Loans made on If no election as to the Closing Date Type of a Loan is specified in any such notice, then the requested borrowing shall initially be an ABR LoansLoan. If no Interest Period with respect to any Eurocurrency Loan is specified in any such notice, then the Company shall be deemed to have selected an Interest Period of one month’s duration. Each borrowing under the Commitments a Facility shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof 50,000,000 (or, if the then aggregate Available Commitments in respect of such Facility are less than $1,000,00050,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 10,000,000 in excess thereof. Upon receipt of any such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender thereofholding Commitments under the applicable Facility of such notice. Each Lender holding Commitments under the applicable Facility will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Office prior to 12:00 Noon2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office or such other account as the Company may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each 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 Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.Administrative

Procedure for Loan Borrowing. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent an irrevocable notice of borrowing in the form of Exhibit L hereto (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans) (provided that any such notice of a borrowing of Base Rate Loans to finance payments required to be made pursuant to Section 2.3 may be given not later than 10:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR LoansBase Rate Loans and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Loan may be made as, converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date that is three days after the Closing Date. Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 100,000 or a whole multiple of $1,000,000 100,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent. Not more than $15,000,000 of Loans shall be made on the Closing Date.

Procedure for Loan Borrowing. The Borrower (a) Subject to Section 3.1(c)(ii), the Company may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day; provided that, provided that with respect to any borrowing of Loans (except as contemplated by Section 3.1(c)(ii)), the Borrower Company shall give deliver to the Administrative Agent irrevocable notice a Borrowing Notice (which notice shall be irrevocable and must be received by the Administrative Agent prior to 12:00 Noon11:00 a.m., New York City time, (ai) three 3 U.S. Government Securities Business Days prior to the requested Borrowing Date, in the case of Eurodollar SOFR Loans, or (bii) one 1 Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (iA) the amount and Type of Loans to be borrowed, (iiB) the requested Borrowing Date and (iiiC) in the case of Eurodollar SOFR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period Periods therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 200,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Commitments for all Revolving Lenders are less than $1,000,000200,000, such lesser amount) and or (y) in the case of Eurodollar SOFR Loans, $10,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereofthereof (or, if the then aggregate Available Revolving Commitments for all Revolving Lenders are less than $500,000, such lesser amount), other than, in the case of clauses (x) and (y), a borrowing in the amount of a Revolving L/C Unreimbursed Drawing as contemplated by Section 3.1(c). Upon receipt of any such notice Borrowing Notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender thereofRevolving Lender. Each Revolving Lender will make the amount of its pro rata share Revolving Percentage, as applicable, of each borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Office (or by wire transfer to the Administrative Agent Account, unless otherwise directed in writing by the Administrative Agent) prior to 12:00 Noonnoon, New York City time, on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower on the books of such office with by promptly transferring the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative AgentAgent to an account specified by the Company. (b) Nothing in this Section 2.3 shall be deemed to relieve any Revolving Lender from its obligations to make Loans on the same terms and conditions as set forth the herein and the Company shall retain any and all rights it may have against any such Revolving Lender resulting in the failure of such Table of Contents Revolving Lender to make such Loans under this Section 2.3. Subject to Section 2.19(a)(vii) to the extent applicable, the respective obligations of each Lender under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.

Procedure for Loan Borrowing. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit G (which notice must be received by the Administrative Agent prior to 12:00 Noon(a) 11:00 A.M., New York City time, (a) three U.S. Government Securities Business Days prior to the requested Borrowing Date, in the case of Eurodollar SOFR Loans, or (b) one Business Day prior to 10:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar SOFR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 250,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000250,000, such lesser amount) and (y) in the case of Eurodollar SOFR Loans, $10,000,000 250,000 or a whole multiple of $1,000,000 100,000 in excess thereofthereof (or, if the then aggregate Available Revolving Commitments are less than $250,000, such lesser amount). 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 Funding Office prior to 12:00 Noon1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Term A Loan Borrower may borrow under or the Commitments during the Commitment Period on any Business DayTerm B Loan Borrower, provided that the Borrower as applicable, shall give the Administrative Agent an irrevocable notice Borrowing Notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to pm on the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Closing Date, or at such other time reasonably acceptable to the Administrative Agent in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths advance of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereofDate). Upon receipt of any such notice from the BorrowerBorrowing Notice, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Not later than 12:00 Noon on the Closing Date, each Lender will shall, subject to the terms and conditions in this Agreement, make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account (by wire transfer of the Borrower immediately available funds) at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower an amount in funds immediately available funds equal to its Term A Loan Commitment (less the Administrative AgentTerm A Funding Discount) or Term B Loan Commitment (less the Term B Funding Discount), as applicable. Such borrowing will then be made available Upon confirmation of its receipt of all such net Term A Loan Commitments or net Term B Loan Commitments, as applicable, and satisfaction of all conditions to the Borrower by Closing set forth in Section 5, the Administrative Agent crediting shall (at the direction of the Required Lenders) credit the account of each Borrower specified in the Borrower on the books Borrowing Notice (by wire transfer of such office immediately available funds) with the aggregate of the amounts of Term A Loans or Term B Loans, as applicable (and, in each case, less the applicable Term A or Term B Funding Discount), made available on the Closing Date to the Administrative Agent by the Lenders less any fees and in like funds as received by expenses then due to the Administrative AgentAgent or any Lender.

Procedure for Loan Borrowing. (a) The Borrower may borrow under the Commitments Total Participations during the Commitment Funding Request Period on any Business Day, ; provided that the Borrower shall give the Administrative Agent irrevocable notice (a “Borrowing Notice”) (which notice Borrowing Notice must be received by (a) the Administrative Agent prior to 12:00 Noon11:00 A.M., New York City time, three (a3) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Eurocurrency Loans, or (b) one Business Day the Administrative Agent prior to 11:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date Date, and (iii) in the case of Eurodollar Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. . (b) Each borrowing under the Commitments Total Participations shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments Participations are less than $1,000,000, such lesser amount) ), and (y) in the case of Eurodollar Eurocurrency Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each . (c) With respect to each borrowing requested by the Borrower, each then Approving Lender will make the amount of its pro rata share Participation Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon2:00 P.M., New York City timetime (the “Borrowing Time”), on the Borrowing Date requested by the Borrower Borrower, in each case in funds immediately available in Dollars to the Administrative Agent. Such borrowing will then be made available at 2:00 P.M., New York City time on the Borrowing Date to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. Should any such Borrowing Notice from the Borrower indicate an account on the books of another bank or financial institution, the Administrative Agent shall transfer the amounts described in such Borrowing Notice to such account within a reasonable period of time. For the avoidance of doubt, any Declining Lender shall remain obligated to fund Loans with respect to any Borrowing Notice delivered by the Borrower to the Administrative Agent prior to the delivery of the Declining Lender Notice by such Declining Lender.

Procedure for Loan Borrowing. The Borrower may borrow under the ---------------------------- Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowedborrowed and whether such Loans are Tranche A Loans or Tranche B Loans, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 500,000 or a whole multiple thereof (or, if the then aggregate relevant Available Commitments are less than $1,000,000100,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof. 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 Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower Company may borrow under the Commitments under any Facility during the applicable Commitment Period on any Business Day, provided that the Borrower Company shall give the Administrative Agent irrevocable written notice (which or telephonic notice must be received by the Administrative Agent promptly confirmed in writing) prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar RFR Loans, or (b) one Business Day prior to 12:00 Noon, New York City time, on the requested Borrowing Datedate of the proposed borrowing, in the case of ABR Loans), specifying (i) (i) the amount amount, Facility and Type of Loans to be borrowed, borrowed and (ii) (ii) the requested Borrowing Date and (iii) in Date. If no election as to the case of Eurodollar Loans, the respective amounts of each such Type of a Loan and is specified in any such notice, then the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date requested borrowing shall initially be an ABR LoansLoan. Each borrowing under the Commitments a Facility shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof 50,000,000 (or, if if(i) the then aggregate Available Commitments in respect of such Facility are less than thanor (ii) $1,000,00050,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 10,000,000 in excess thereof. Upon receipt of any such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender thereofholding Commitments under the applicable Facility of such notice. Each Lender holding Commitments under the applicable Facility will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Office prior to 12:00 Noon2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office or such other account as the Company may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower Company may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower Company shall give the Administrative Agent irrevocable written notice (which or telephonic notice must be received by the Administrative Agent promptly confirmed in writing) prior to (a) 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Eurocurrency Loans, or (b) one Business Day prior to 12:00 Noon, New York City time, on the requested Borrowing Datedate of the proposed borrowing, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period Period(s) therefor. Any Loans made on If no election as to the Closing Date Type of a Loan is specified in any such notice, then the requested borrowing shall initially be an ABR LoansLoan. If no Interest Period with respect to any Eurocurrency Loan is specified in any such notice, then the Company shall be deemed to have selected an Interest Period of one month’s duration. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof 50,000,000 (or, if the then aggregate Available Commitments are less than $1,000,00050,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 10,000,000 in excess thereof. Upon receipt of any such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender thereofof such notice. 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 Company at the Funding Office prior to 12:00 Noon2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office or such other account as the Company may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Tranche A Commitment Period or Tranche B Commitment Period, whichever is applicable, 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 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefortherefore (each, a “Notice of Borrowing”). Any Loans made on the Closing Date shall initially be ABR Base Rate Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Tranche A Lender and/or Tranche B Lender (as applicable) thereof. Each Tranche A Lender and/or Tranche B Lender, as applicable, will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then The proceeds of each such Loan shall be made available to the Borrower disbursed by the Administrative Agent crediting the account of in accordance with instructions provided by the Borrower on in each Notice of Borrowing, which, if so specified in the books applicable Notice of such office Borrowing, may be used to repay (1) with respect to Tranche A Loans, the aggregate Borrower’s Reimbursement Obligations in respect of a drawing under a Tranche A Letter of Credit and (2) with respect to Tranche B Loans, the amounts made available to the Administrative Agent by the Lenders and Borrower’s Reimbursement Obligations in like funds as received by the Administrative Agentrespect of a drawing under a Tranche B Letter of Credit.

Procedure for Loan Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day; provided, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar LIBOR Loans, or (b) one Business Day prior to on the requested Borrowing Date, in the case of ABR Base Rate Loans), substantially in the form of Exhibit J, specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar LIBOR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Effective Date shall initially be ABR LoansBase Rate Loans unless the Borrower has provided the notice for LIBOR Loans set forth in clause (a) above and has entered into a pre-funding indemnity agreement with respect to such borrowing of LIBOR Loans on the Effective Date in form and substance reasonably satisfactory to the Administrative Agent. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar LIBOR Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Commitments that are Base Rate Loans in other amounts pursuant to Section 2.22. 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 Funding Office prior to 12:00 Noon2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting wiring the account of money in accordance with instructions from the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower may borrow ---------------------------- under the Commitments during the Commitment Period on any Business Day, provided -------- that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 500,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000100,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof. 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 Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower Company may borrow under the Commitments under any Facility during the applicable Commitment Period on any Business Day, provided that the Borrower Company shall give the Administrative Agent irrevocable written notice (which or telephonic notice must be received by the Administrative Agent promptly confirmed in writing) prior to (a) 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar RFR Loans, or (b) one Business Day prior to 12:00 Noon, New York City time, on the requested Borrowing Datedate of the proposed borrowing, in the case of ABR Loans), specifying (i) the amount amount, Facility and Type of Loans to be borrowed, borrowed and (ii) the requested Borrowing Date and (iii) in Date. If no election as to the case of Eurodollar Loans, the respective amounts of each such Type of a Loan and is specified in any such notice, then the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date requested borrowing shall initially be an ABR LoansLoan. Each borrowing under the Commitments a Facility shall be in an amount equal to (xi) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than in respect of such Facility or (ii) $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 50,000,000 or a whole multiple of $1,000,000 10,000,000 in excess thereof. Upon receipt of any such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender thereofholding Commitments under the applicable Facility of such notice. Each Lender holding Commitments under the applicable Facility will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Office prior to 12:00 Noon2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office or such other account as the Company may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower Company may borrow under the Commitments during the Commitment Availability Period on any Business Day, provided that the Borrower Company shall give the Administrative Agent irrevocable written notice (which or telephonic notice must be received by the Administrative Agent promptly confirmed in writing) prior to (a) 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Eurocurrency Loans, or (b) one Business Day prior to 12:00 Noon, New York City time, on the requested Borrowing Datedate of the proposed borrowing, in the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period Period(s) therefor. Any Loans made on If no election as to the Closing Date Type of a Loan is specified in any such notice, then the requested borrowing shall initially be an ABR LoansLoan. If no Interest Period with respect to any Eurocurrency Loan is specified in any such notice, then the Company shall be deemed to have selected an Interest Period of one month’s duration. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof 500,000,000 (or, if the then aggregate Available Commitments are less than $1,000,000500,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 10,000,000 in excess thereofthereof (for the avoidance of doubt, the Company shall not be entitled to request more than three (3) borrowings hereunder). Upon receipt of any such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender thereofof such notice. 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 Company at the Funding Office prior to 12:00 Noon2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office or such other account as the Company may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The Borrower Company may borrow under the Commitments under any Facility during the applicable Commitment Period on any Business Day, provided that the Borrower Company shall give the Administrative Agent irrevocable written notice (which or telephonic notice must be received by the Administrative Agent promptly confirmed in writing) prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar RFR Loans, or (b) one Business Day prior to 12:00 Noon, New York City time, on the requested Borrowing Datedate of the proposed borrowing, in the case of ABR Loans), specifying (i) the amount amount, Facility and Type of Loans to be borrowed, (ii) borrowed and the requested Borrowing Date and (iii) in Date. If no election as to the case of Eurodollar Loans, the respective amounts of each such Type of a Loan and is specified in any such notice, then the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date requested borrowing shall initially be an ABR LoansLoan. Each borrowing under the Commitments a Facility shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof 50,000,000 (or, if the then aggregate Available Commitments in respect of such Facility are less than $1,000,00050,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 10,000,000 in excess thereof. Upon receipt of any such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender thereofholding Commitments under the applicable Facility of such notice. Each Lender holding Commitments under the applicable Facility will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower Company at the Funding Office prior to 12:00 Noon2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office or such other account as the Company may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Loan Borrowing. The (a) A Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the such Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans) (provided that any such notice of a borrowing of Base Rate Loans to finance payments required to be made pursuant to Section 3.5 may be given not later than 10:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $1,000,000 500,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof. 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 Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (b) Each Lender and each Group Member hereby authorizes the Administrative Agent, in its sole discretion, to make Protective Advances on behalf of the Borrower (including in the event that the Borrower is unable to satisfy with the conditions precedent to an Extension of Credit set forth in Section 5) in accordance herewith. (c) Unless the Administrative Agent shall have been notified by any Lender prior to the date of borrowing that such Lender does not intend to make available to the Administrative Agent its Percentage of the borrowing to be made on such date, the Administrative Agent may assume that such Lender will make such amount available to the Administrative Agent on the Settlement Date and the Administrative Agent, in reliance upon such assumption, may but shall not be obligated to make available the amount of the borrowing to be provided by such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent its Percentage of such borrowing on such date and the Administrative Agent shall have so made available to the Borrower a corresponding amount on behalf of such Lender, the Administrative Agent may recover such amount on demand from such Lender. If such Lender does not pay such corresponding amount promptly upon the Administrative Agent's demand therefor, the Administrative Agent may promptly notify ACEP and the Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the interest rate otherwise applicable to the outstanding Loans.