Common use of Requests for New Loans Clause in Contracts

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m., Denver, Colorado time, on (i) the Business Day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders), each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in Denver, Colorado the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to ---------------------- Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar LIBOR Loans, the date on which such Eurodollar LIBOR Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 11:00 a.m., DenverBoston, Colorado Massachusetts time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar LIBOR Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverBoston, Colorado Massachusetts the amount of such Lender’s new 's Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available to Borrower to but excluding the date of payment paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to recover from Borrower, on demand, in lieu of the interest provided for in the case preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which that is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third 3rd Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which that are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in Denver, Colorado New York City the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar LIBOR Loans, the date on which such Eurodollar LIBOR Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; (b) in the case of the Loans on the Closing Date, specify whether the Loans are Revolver Loans or Term Loans; (c) in the case of Revolver Loans, specify whether any amounts will be used to fund distributions by Pacific Energy Partners; and (bd) be received by Administrative Agent not later than 10:00 a.m.12:00 noon, DenverBoston, Colorado Massachusetts time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar LIBOR Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverBoston, Colorado Massachusetts the amount of such Lender’s new 's Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available to Borrower to but excluding the date of payment paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to recover from Borrower, on demand, in lieu of the interest provided for in the case preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve such Lender of liability to Borrower for failure to lend and shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower Company must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by LendersHolders. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m., DenverNew York, Colorado New York time, on the tenth (i10th) the Business Day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower Company as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender Holder prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender Holder will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in DenverLos Angeles, Colorado California the amount of such LenderHolder’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to BorrowerCompany. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date The failure of any Borrowing that such Lender will Holder to make any new Loan to be made by it hereunder shall not make available to Administrative Agent such Lender’s share relieve any other Holder of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such eventobligation hereunder, if a Lender has not in fact made any, to make its share new Loan, but no Holder shall be responsible for the failure of the applicable Borrowing available any other Holder to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment make any new Loan to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agentother Holder.

Requests for New Loans. The Borrower must give to the Administrative Agent irrevocable written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders, except, with regard to Swingline Loans subject to an Autoborrow Agreement. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Fixed Period Eurodollar Loans, the date on which such Fixed Period Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and, or (iii) the aggregate amount of any such Borrowing of Swingline Loans, the date on which such Swingline Loans are to be advanced, and whether such Swingline Loans are Base Rate Loans or Daily Floating Eurodollar Loans; (b) be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice; (c) with regard to Swingline Loans, be given by (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice; (d) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate Loans or Swingline Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written ; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one (1), two (2), three (3) or confirmation six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be made in received by the form and substance Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of the “Borrowing Notice” attached hereto as Exhibit B, duly completedsuch Borrowing. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing NoticeLoan Notice requesting Revolving Credit Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If Upon receipt of any such Loan Notice requesting Swingline Loans, the Administrative Agent shall give the Swingline Lender prompt notice of the terms thereof. In the case of Revolving Credit Loans, if all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly promptly, and in no event later than 2:00 p.m., remit to the Administrative Agent at the Administrative Agent’s office in Denver, Colorado Office the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment Swingline Loans, if all conditions precedent to be made by such Lendernew Loans have been met, the greater of Swingline Lender will on the Federal Funds Rate and a rate determined by date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office the amount of such Swingline Loan in accordance with banking industry rules on interbank compensation immediately available funds, and (ii) in the case upon receipt of a payment such funds, unless to be made by Borrowerits actual knowledge any conditions precedent to such Swingline Loan have been neither met nor waived as provided herein, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit make such Loans available to Borrower the amount Borrower. Revolving Credit Loans to be made for the purpose of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower refunding Swingline Loans shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agentmade by the Lenders as provided in Section 2.02(b).

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 1:00 a.m., DenverNew York, Colorado timeNew York time on, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverNew York, Colorado New York the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In such event, if a Lender has not in fact made its share of the applicable Borrowing Loan available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar LIBOR Loans, the date on which such Eurodollar LIBOR Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m.12:00 noon, DenverBoston, Colorado Massachusetts time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar LIBOR Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverBoston, Colorado Massachusetts the amount of such Lender’s new 's Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available to Borrower to but excluding the date of payment paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to recover from Borrower, on demand, in lieu of the interest provided for in the case preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m., DenverNew York, Colorado New York time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverNew York, Colorado New York the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Default Rate applicable to Base Rate Loans, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m.noon, DenverNew York, Colorado New York time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverNew York, Colorado New York the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and to the extent such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.shall

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Eurodollar Interest Period which is to apply thereto), and the length of the applicable Eurodollar Interest Period; and (b) be received by Administrative Agent not later than 10:00 11:00 a.m., DenverDallas, Colorado Texas time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third second Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit BF, duly completedcompleted and signed by an officer of the Borrower or such other Person duly authorized by the President of Borrower, provided that Borrower shall deliver a copy of such authorization to Agent. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereofthereof not later than 1:00 p.m., Dallas, Texas time on the day it receives such Borrowing Notice from Borrower if it receives such Borrowing Notice by 11:00 a.m., Dallas, Texas time, otherwise on the next Business Day. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverDallas, Colorado Texas the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is paid or repaid to Agent, with interest at (1) the Federal Funds Rate, if such Lender is making such payment; provided that Agent gave notice of the terms of the Borrowing Notice to such Lender in accordance with the terms of this Section 1.2, and (2) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the Default Rate for Base Rate Loans, calculated from the date such amount was made available to Borrower Borrower. The failure of any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but excluding no Lender shall be responsible for the date failure of payment any other Lender to Administrative Agent, at (i) in the case of a payment make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m., DenverDallas, Colorado Texas, time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverLos Angeles, Colorado California, the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give (a) Borrowers may request new Loans by delivering to Administrative Agent written a Borrowing Notice executed by a Responsible Officer of Borrower Agent or a designee thereof disclosed in writing to Administrative Agent or, subject to Section 12.2(c), by notifying Administrative Agent of such request via telephone or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lendersmail. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) Notice must be received by Administrative Agent not later than 10:00 prior to 11:00 a.m. (a) three Business Days prior to the requested Borrowing Date, Denverin the case of Eurodollar Loans, Colorado timeor (b) on the day of the requested Borrowing Date, on in the case of Base Rate Loans, specifying (i) the Business Day on which any such Base Rate amount and Type of Loans are to be madeborrowed, or (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; provided that all requests for new Loans during the period from and including the Closing Date to and including the third Business Day preceding after the day on which any Closing Date shall be Base Rate Loans. Each Borrowing under the Revolving Commitments shall be in an amount equal to $1,000,000 or whole multiples of $100,000 in excess thereof (or, if the Unused Commitments of the Lenders is less than $1,000,000, such lesser amount). Borrowers may have no more than fifteen (15) Borrowings of Eurodollar Loans are outstanding at any time. Subject to be made. Each the other terms and conditions hereof, Borrowers may borrow under this Section 4.1, repay or prepay such written request or confirmation must be made in the form Loans under Sections 5.3 and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. 5.4 and reborrow under this Section 4.1. (b) Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower Borrowers as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in DenverLos Angeles, Colorado California the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to BorrowerBorrowers. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 4.1 and may, in reliance upon such assumption, make available to Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower Borrowers (to the extent such amount has been advanced to Borrowers) severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower Borrowers to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by BorrowerBorrowers, the interest rate applicable to Base Rate Loans. If Borrower Borrowers and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower Borrowers the amount of such interest paid by Borrower Borrowers for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower Borrowers shall be without prejudice to any claim Borrower Borrowers may have against a Lender that shall have failed to make such payment to Administrative Agent. (c) If a required payment is not otherwise timely made by Borrowers within the period required hereunder, the failure to pay such Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses and LC Obligations) shall, prior to such failure becomes an Event of Default, be deemed to be a request for Base Rate Loans on the date prior to such failure becoming an Event of Default, in the amount of such Obligations. The proceeds of such Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Administrative Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Administrative Agent or any of its Affiliates. (d) If at any time a Dominion Trigger Period is in effect, Borrowers establish a controlled disbursement account with any Agent-Related Person, then the presentation for payment of any check or other Payment Item drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Loans on the date of such presentation, in the amount of the check and Payment Items presented for payment. The proceeds of such Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m.noon, DenverNew York, Colorado New York time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverNew York, Colorado New York the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; (b) in the case of the Loans on the Closing Date, specify whether the Loans are Revolver Loans or Term Loans; and (bc) if applicable, designate Revolver Loans as CE/PA Revolver Loans; and (d) be received by Administrative Agent not later than 10:00 a.m.1:00 p.m., DenverBoston, Colorado Massachusetts time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverBoston, Colorado Massachusetts the amount of such Lender’s new 's Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available to Borrower to but excluding the date of payment paid or repaid to Administrative Agent, with interest at (i) the Federal SECOND AMENDED AND RESTATED CREDIT AGREEMENT Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to recover from Borrower, on demand, in lieu of the interest provided for in the case preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate ABR Loans and the date on which such Base Rate ABR Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m.12:00 noon, Denver, Colorado New York City time, on (i) the Business Day day on which any such Base Rate ABR Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverStamford, Colorado Connecticut, the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.of

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate ABR Loans and the date Business Day on which such Base Rate ABR Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date Business Day on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and (iii) with respect to the Borrowing Notice delivered on or before the Closing Date, which Loans are to be advanced as Tranche A Term Loans, Tranche B Term Loans or Revolving Loans; and (b) be received by Administrative Agent not later than 10:00 a.m.12:00 noon, Denver, Colorado New York City time, on (i) the Business Day on which any such Base Rate ABR Loans are to be made, or (ii) the third Business Day preceding the day Business Day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. Each Borrowing Notice shall be irrevocable and binding on Borrower. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in DenverNew York, Colorado New York, the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowingnew Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 8:00 a.m., DenverLos Angeles, Colorado California time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverLos Angeles, Colorado California the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section, and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic ---------------------- notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by LendersBanks. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m.1:00 p.m., DenverNew York, Colorado New York time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender Bank prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender Bank will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverNew York, Colorado New York the amount of such Lender’s Bank's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing Bank that such Lender Bank will not make available to Administrative Agent such Lender’s share of such BorrowingBank's new Loan, Administrative Agent may in its discretion assume that such Lender Bank has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has Bank shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable Lender such Bank and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Bank is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Bank nor Borrower pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Bank and from Borrower, on demand, interest thereon at the case Late Payment Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Bank to make any new Loan to be made by it hereunder shall not relieve any other Bank of its obligation hereunder, if any, to make its new Loan, but no Bank shall be responsible for the failure of any other Bank to make any new Loan to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agentother Bank.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m., Denver, Colorado time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in Denver, Colorado the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 11:00 a.m., DenverDallas, Colorado Texas time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverDallas, Colorado Texas, the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar CD Loans, the date on which such Eurodollar CD Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, or (iii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, or (iv) if such new CD Loans or Eurodollar Loans are to be combined with existing Loans in a new Borrowing, the foregoing information with respect to such combined Borrowing; and (b) be received by Administrative Agent not later than 10:00 11:00 a.m., DenverDallas, Colorado Texas time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Fixed Rate Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverDallas, Colorado Texas the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.to

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which that is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m., Denver, Colorado time, a.m. on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third 3rd Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which that are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in DenverNew York City, Colorado New York, the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent. If any telephonic notice described above in this Section that is subsequently confirmed in writing to Administrative Agent differs in any material respect from the action taken by Administrative Agent, the records of Administrative Agent will control, absent manifest error.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar LIBOR Loans, the date on which such Eurodollar LIBOR Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 11:00 a.m., DenverBoston, Colorado Massachusetts time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar LIBOR Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverBoston, Colorado Massachusetts the amount of such Lender’s new 's Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available to Borrower to but excluding the date of payment paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to recover from Borrower, on demand, in lieu of the interest provided for in the case preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders. Each such notice constitutes a “Borrowing Loan Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, or (iii) the aggregate amount of any such Borrowing of Swingline Loans and the date on which such Swingline Loans are to be advanced; and (b) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate Loans or Swingline Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Loan Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing NoticeLoan Notice requesting Revolving Credit Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If Upon receipt of any such Loan Notice requesting Swingline Loans, the Administrative Agent shall give the Swingline Lender prompt notice of the terms thereof. In the case of Revolving Credit Loans, if all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s office in Denver, Colorado Office the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment Swingline Loans, if all conditions precedent to be made by such Lendernew Loans have been met, the greater of Swingline Lender will on the Federal Funds Rate and a rate determined by date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office the amount of such Swingline Loan in accordance with banking industry rules on interbank compensation immediately available funds, and (ii) in the case upon receipt of a payment such funds, unless to be made by Borrowerits actual knowledge any conditions precedent to such Swingline Loan have been neither met nor waived as provided herein, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit make such Loans available to Borrower the amount Borrower. Revolving Credit Loans to be made for the purpose of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower refunding Swingline Loans shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agentmade by the Lenders as provided in Section 2.02(b).

Requests for New Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders, except in the case of Swingline Loans under a cash management arrangement as provided below. Each such notice constitutes a “Borrowing Loan Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Term SOFR Loans, the date on which such Eurodollar Term SOFR Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, (iii) the aggregate amount of any such Borrowing of Daily Simple SOFR Loans to be advanced and the date on which such Daily Simple SOFR Loans are to be advanced or (iv) the aggregate amount of any such Borrowing of Swingline Loans, the date on which such Swingline Loans are to be advanced, and whether such Swingline Loans are Daily Simple SOFR Loans or Daily Floating Term SOFR Loans; and (b) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate Loans or Swingline Loans are to be made, or (ii) the third (3rd) U.S. Government Securities Business Day preceding the day on which any such Eurodollar Daily Simple SOFR Loans or Term SOFR Loan are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” Loan Notice attached hereto as Exhibit BC hereto, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing NoticeLoan Notice requesting Revolving Credit Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If Upon receipt of any such Loan Notice requesting Swingline Loans, the Administrative Agent shall give the Swingline Lender prompt notice of the terms thereof. In the case of Revolving Credit Loans, if all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly promptly, and in no event later than 2:00 p.m., remit to the Administrative Agent at the Administrative Agent’s office in Denver, Colorado Office the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.such

Requests for New Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders, except in the case of Swingline Loans under a cash management arrangement as provided below. Each such notice constitutes a “Borrowing Loan Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, or (iii) the aggregate amount of any such Borrowing of Swingline Loans and the date on which such Swingline Loans are to be advanced; and (b) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate Loans or Swingline Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” Loan Notice attached hereto as Exhibit BD hereto, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing NoticeLoan Notice requesting Revolving Credit Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If Upon receipt of any such Loan Notice requesting Swingline Loans, the Administrative Agent shall give the Swingline Lender prompt notice of the terms thereof. In the case of Revolving Credit Loans, if all conditions precedent to such new Loans have been met (or waived by Required Lenders), each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in Denver, Colorado the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.new

Requests for New Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders. Each such notice constitutes a “Borrowing "Loan Notice” '' hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Fixed Period Eurodollar Loans, the date on which such Fixed Period Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, or (iii) the aggregate amount of any such Borrowing of Swingline Loans, the date on which such Swingline Loans are to be advanced, and whether such Swingline Loans are Base Rate Loans or Daily Floating Eurodollar Loans; and (b) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, on (i) 11:00 a.m. on the Business Day day on which any such Base Rate Loans are is to be made, (ii) 3:00 p.m. on the day on which any Swingline Loan is to be made, or (iiiii) 11:00 a.m. on the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” Loan Notice attached hereto as Exhibit BC hereto, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing NoticeLoan Notice requesting Revolving Credit Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If Upon receipt of any such Loan Notice requesting Swingline Loans, the Administrative Agent shall give the Swingline Lender prompt notice of the terms thereof. In the case of Revolving Credit Loans, if all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly promptly, and in no event later than 2:00 p.m., remit to Administrative Agent at the Administrative Agent’s office in Denver, Colorado to the account designated by the Administrative Agent, the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. Unless Administrative Agent shall have In the case of Swingline Loans, unless the Swingline Lender has received notice from a the Administrative Agent (including at the request of any Lender) that any condition precedent to such new Loans has not been met, the Swingline Lender prior will on the date requested promptly make the amount of its Swingline Loan available to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share by crediting the account of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater books of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Swingline Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower Swingline Loan in immediately available funds. Revolving Credit Loans to be made for such period. If such Lender pays its share the purpose of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower refunding Swingline Loans shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agentmade by the Lenders as provided in Section 2.02(b).

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “Borrowing Notice” "REQUEST FOR LOAN" hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent (i) not later than 10:00 a.m.1:00 p.m., DenverDallas, Colorado Texas time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) on the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” "REQUEST FOR LOAN" attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing NoticeRequest for Loan, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverDallas, Colorado Texas the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.,

Requests for New Loans. Borrower must give to Administrative Agent written or electronic ---------------------- notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m.1:00 p.m., DenverNew York, Colorado New York time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverNew York, Colorado New York the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Default Rate applicable to Base Rate Loans, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. The Borrower Representative must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by the Lenders. Each such notice constitutes a “Borrowing Notice” "BORROWING NOTICE" hereunder and must: (ai) specify (iA) the aggregate amount of any such Borrowing of new Alternative Base Rate Loans and the date on which such Alternative Base Rate Loans are to be advanced, advanced or (iiB) the aggregate amount of any such Borrowing of new Eurodollar LIBOR Loans, the date on which such Eurodollar LIBOR Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), ) and the length of the applicable Interest Period; and (bii) be received by the Administrative Agent not later than 10:00 11:00 a.m., DenverNew York, Colorado New York time, on (iA) the Business Day preceding the day on which any such Alternative Base Rate Loans are to be made, made or (iiB) the third Business Day preceding the day on which any such Eurodollar LIBOR Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” Notice attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which that are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s 's office in DenverNew York, Colorado New York the amount of such Lender’s new 's Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to Borrower. Unless the Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing's new Loan, the Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to the Administrative Agent in accordance with this Section 2.2 and maythe Administrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to the Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to the Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to the Administrative Agent such amount within such three-day period, the Administrative Agent shall be entitled to recover from Borrower, on demand, in lieu of the interest provided for in the case preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and and (b) be received by Administrative Agent not later than 10:00 11:00 a.m., Denver, Denver Colorado time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in Denver, Colorado the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount with interest Loan together withinterest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the Default Rate applicable to Base Rate Loans, calculated from the date such amount was made available to Borrower (provided that if such amount has been paid to but excluding Administrative Agent by such Lender, Borrower shall not be obligated to pay the date of payment same amount to Administrative Agent). The failure of any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, at (i) in if any, to make its new Loan, but no Lender shall be responsible for the case failure of a payment any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate ABR Loans and the date Business Day on which such Base Rate ABR Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date Business Day on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and (iii) with respect to the Borrowing Notice delivered on or before the Closing Date, which Loans are to be advanced as Revolving Loans; and (b) be received by Administrative Agent not later than 10:00 a.m.12:00 noon, Denver, Colorado New York City time, on (i) the Business Day on which any such Base Rate ABR Loans are to be made, or (ii) the third Business Day preceding the day Business Day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. Each Borrowing Notice shall be irrevocable and binding on Borrower. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in DenverNew York, Colorado New York, the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowingnew Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate ABR Loans and the date on which such Base Rate ABR Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m.12:00 noon, Denver, Colorado New York City time, on (i) the Business Day day on which any such Base Rate ABR Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverHouston, Colorado Texas, the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of a ---------------------- Borrowing Notice for any requested Borrowing of new Committed Loans to be advanced by LendersLenders (i) by telephone (which telephonic notice shall be confirmed in writing by Agent) or (ii) if Agent so requests, in writing. Each such notice constitutes a “Borrowing Notice” hereunder and Notice must: (a) specify (i) the aggregate amount of any such Borrowing of new Committed Base Rate Loans and the date on which such Committed Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Committed Eurodollar Loans, the date on which such Committed Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, or (iii) if such new Committed Eurodollar Loans are to be combined with existing Committed Loans in a new Borrowing, the foregoing information with respect to such combined Borrowing; and (b) be received by Administrative Agent not later than 10:00 a.m., DenverDallas, Colorado Texas time, on (i) the Business Day day on which any such Committed Base Rate Loans are to be made, or (ii) if Committed Eurodollar Loans are to be made, the third Business Day preceding the day on which any such Committed Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “telephonic Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request Notice shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such a written confirmationBorrowing Notice. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Committed Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverDallas, Colorado Texas the amount of such Lender’s 's new Committed Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Committed Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Committed Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Committed Loan, Administrative Agent may in its discretion assume that such Lender has made such share Committed Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Committed Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Committed Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Late Payment Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Committed Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Committed Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Committed Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. The Borrower must give to the Administrative Agent irrevocable written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders, except, with regard to Swingline Loans subject to an Autoborrow Agreement. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Term SOFR Loans, the date on which such Eurodollar Term SOFR Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and, or (iii) the aggregate amount of any such Borrowing of Swingline Loans and the date on which such Swingline Loans are to be advanced; (b) be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice; (c) with regard to Swingline Loans, be given by (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice; and (d) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate Loans or Swingline Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Term SOFR Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Loan Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If Upon receipt of any such Loan Notice requesting Swingline Loans, the Administrative Agent shall give the Swingline Lender prompt notice of the terms thereof. In the case of Revolving Credit Loans or Incremental Term Loans, if all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly promptly, and in no event later than 2:00 p.m. (or, in the case of Incremental Term Loans, such other time as shall be agreed to by the Incremental Term Loan Lenders), remit to the Administrative Agent at the Administrative Agent’s office in Denver, Colorado Office the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment Swingline Loans, if all conditions precedent to be made by such Lendernew Loans have been met, the greater of Swingline Lender will on the Federal Funds Rate and a rate determined by date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office the amount of such Swingline Loan in accordance with banking industry rules on interbank compensation immediately available funds, and (ii) in the case upon receipt of a payment such funds, unless to be made by Borrowerits actual knowledge any conditions precedent to such Swingline Loan have been neither met nor waived as provided herein, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit make such Loans available to Borrower the amount of such interest paid by Borrower for such periodBorrower. If no Interest Period is specified in any such Lender pays its share of notice with respect to any conversion to or continuation as a Term SOFR Loan, the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be deemed to have selected an Interest Period of one month’s duration. Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b). With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without prejudice any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any claim such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower may have against a Lender that shall have failed to make and the Lenders reasonably promptly after such payment to Administrative Agentamendment becomes effective.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 11:00 a.m., DenverBoston, Colorado Massachusetts time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverBoston, Colorado Massachusetts the amount of such Lender’s new 's Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available to Borrower to but excluding the date of payment paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three- day period, Administrative Agent shall be entitled to recover from Borrower, on demand, in lieu of interest provided for in the case preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. The Borrower must give to the Administrative Agent irrevocable written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders, except, with regard to Swingline Loans subject to an Autoborrow Agreement. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Fixed Period Eurodollar Loans, the date on which such Fixed Period Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and, or (iii) the aggregate amount of any such Borrowing of Swingline Loans, the date on which such Swingline Loans are to be advanced, and whether such Swingline Loans are Base Rate Loans or Daily Floating Eurodollar Loans; (b) be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice; (c) with regard to Swingline Loans, be given by (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice; (d) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate Loans or Swingline Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written ; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one (1), two (2), three (3) or confirmation six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be made in received by the form and substance Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of the “Borrowing Notice” attached hereto as Exhibit B, duly completedsuch Borrowing. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Loan Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If Upon receipt of any such Loan Notice requesting Swingline Loans, the Administrative Agent shall give the Swingline Lender prompt notice of the terms thereof. In the case of Revolving Credit Loans or Incremental Term Loans, if all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly promptly, and in no event later than 2:00 p.m. (or, in the case of Incremental Term Loans, such other time as shall be agreed to by the Incremental Term Loan Lenders), remit to the Administrative Agent at the Administrative Agent’s office in Denver, Colorado Office the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment Swingline Loans, if all conditions precedent to be made by such Lendernew Loans have been met, the greater of Swingline Lender will on the Federal Funds Rate and a rate determined by date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office the amount of such Swingline Loan in accordance with banking industry rules on interbank compensation immediately available funds, and (ii) in the case upon receipt of a payment such funds, unless to be made by Borrowerits actual knowledge any conditions precedent to such Swingline Loan have been neither met nor waived as provided herein, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit make such Loans available to Borrower the amount of such interest paid by Borrower for such periodBorrower. If no Interest Period is specified in any such Lender pays its share of notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice deemed to any claim Borrower may have against a Lender that selected an Interest Period of one month’s duration. Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall have failed to make such payment to Administrative Agentbe made by the Lenders as provided in Section 2.02(b).

Requests for New Loans. The Borrower must give to the Administrative Agent a written or electronic notice Loan Notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by the Lenders. Each such notice constitutes a “Borrowing Notice” Loan Notice hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate ABR Loans and the date on which such Base Rate ABR Loans are to be advanced, advanced or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate ABR Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Loan Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Upon receipt of any such Borrowing Noticethe Loan Notice requesting Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If In the case of Loans, if all conditions precedent to such new Loans set forth in Section 4.02 (and, if such Borrowing is the initial credit extension, Section 4.01) have been met (or waived by Required Lenders)met, each Lender will by 1:00 p.m. New York time on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s office in Denver, Colorado Office the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such the Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic ---------------------- notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) ii the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m., DenverDallas, Colorado Texas time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) ii the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverDallas, Colorado Texas the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Default Rate applicable to Base Rate Loans, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced made by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 11:00 a.m., DenverBoston, Colorado Massachusetts time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverBoston, Colorado Massachusetts the amount of such Lender’s new 's Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available to Borrower to but excluding the date of payment paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three- day period, Administrative Agent shall be entitled to recover from Borrower, on demand, in lieu of interest provided for in the case preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Tranche A Loans or new Tranche B Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 11:30 a.m., DenverDallas, Colorado Texas time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverDallas, Colorado Texas the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must:: 4. (a) specify (i) specify the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and the respective amounts of such Eurodollar Loans to be made as U.S. Eurodollar Loans or Canadian Eurodollar Loans; and and (bii) (iii) be received by Administrative Agent not later than 10:00 a.m., Denver, Colorado Houston time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. (iv) (i) (v) Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. Each Borrowing Notice shall be irrevocable and binding on Borrower. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverDallas, Colorado Texas (or such other office as may be designated in writing by Administrative Agent) the amount of such Lender’s 's new Loan in the currency requested, in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and Administrative Agent may, if it chooses in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three (3) days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available to Borrower to but excluding the date of payment paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Default Rate applicable to Base Rate Loans, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders. Each such notice constitutes a “Borrowing Loan Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Fixed Period Eurodollar Loans, the date on which such Eurodollar Fixed Period Eurodollar (b) Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (bc) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” Loan Notice attached hereto as Exhibit BC hereto, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing NoticeLoan Notice requesting Revolving Credit Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If In the case of Revolving Credit Loans, if all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly promptly, and in no event later than 2:00 p.m., remit to the Administrative Agent at the Administrative Agent’s office in Denver, Colorado Office the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans or Swingline Loans to be advanced funded by Lendersthe Lenders or the Swingline Lender. Each such notice constitutes a “Borrowing Notice” Loan Notice hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate ABR Loans and the date on which such Base Rate ABR Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, or (iii) the aggregate amount of any such Borrowing of Swingline Loans and the date on which such Swingline Loans are to be advanced; and (b) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate ABR Loans or Swingline Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Loan Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing NoticeLoan Notice requesting Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If Upon receipt of any such Loan Notice requesting Swingline Loans, the Administrative Agent shall give the Swingline Lender prompt notice of the terms thereof. In the case of Loans, if all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will by 1:00 p.m. New York time on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s office in Denver, Colorado Office the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment Swingline Loans, if all conditions precedent to be made by such Lendernew Loans have been met, the greater of Swingline Lender will on the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall date requested promptly remit to the Borrower the amount of such interest paid by Borrower Swingline Loan in immediately available funds, unless to its actual knowledge any conditions precedent to such Swingline Loan have been neither met nor waived as provided herein. Loans to be made for such period. If such Lender pays its share the purpose of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower refunding Swingline Loans shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agentmade by the Lenders as provided in Section 2.02(b).

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m., Denver, Colorado New York City time, on (i) the Business Day preceding the day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in Denver, Colorado the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received notice from a Revolver Lender prior to the proposed date of any Borrowing that such Revolver Lender will not make available to Administrative Agent such Revolver Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Revolver Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Revolver Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Revolver Lender and the Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Revolver Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Revolver Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Revolver Lender pays its share Applicable Revolver Percentage of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Revolver Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Revolver Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans or Swingline Loans to be advanced funded by Lendersthe Lenders or the Swingline Lender. Each such notice constitutes a “Borrowing Notice” Loan Notice hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate ABR Loans and the date on which such Base Rate ABR Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, or (iii) the aggregate amount of any such Borrowing of Swingline Loans and the date on which such Swingline Loans are to be advanced; and (b) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate ABR Loans or Swingline Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Loan Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Upon receipt of any such Borrowing Noticethe Loan Notice requesting Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If Upon receipt of any such Loan Notice requesting Swingline Loans, the Administrative Agent shall give the Swingline Lender prompt notice of the terms thereof. In the case of Loans, if all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will by 1:00 p.m. New York time on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s office in Denver, Colorado Office the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such the Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment Swingline Loans, if all conditions precedent to be made by such Lendernew Loans have been met, the greater of Swingline Lender will on the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall date requested promptly remit to the Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.Swingline

Requests for New Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by the Lenders. Each such notice constitutes a “Borrowing Notice” Loan Notice hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate ABR Loans and the date on which such Base Rate ABR Loans are to be advanced, advanced or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate ABR Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Loan Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Upon receipt of any such Borrowing Noticethe Loan Notice requesting Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If In the case of Loans, if all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will by 1:00 p.m. New York time on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s office in Denver, Colorado Office the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such the Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate ABR Loans and the date Business Day on which such Base Rate ABR Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date Business Day on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, and (iii) with respect to the Borrowing Notice delivered on or before the Closing Date, which Loans are to be advanced as Revolving Loans; and (b) be received by Administrative Agent not later than 10:00 a.m.12:00 noon, Denver, Colorado New York City time, on (i) the Business Day on which any such Base Rate ABR Loans are to be made, or (ii) the third Business Day preceding the day Business Day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. Each Borrowing Notice shall be irrevocable and binding on Borrower. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in DenverNew York, Colorado New York, the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowingnew Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available to Borrower to but excluding the date of payment paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pay or repay to Administrative Agent such amount within such three-day period, Administrative Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; (b) in the case of the Loans on the Closing Date, specify whether the Loans are Revolver Loans or Term Loans; and (bc) be received by Administrative Agent not later than 10:00 a.m.1:00 p.m., DenverBoston, Colorado Massachusetts time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverBoston, Colorado Massachusetts the amount of such Lender’s new 's Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available to Borrower to but excluding the date of payment paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to recover from Borrower, on demand, in lieu of the interest provided for in the case preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar LIBOR Loans, the date on which such Eurodollar LIBOR Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 11:00 a.m., Denver, Colorado New York City time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar LIBOR Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in Denver, Colorado New York City the amount of such Lender’s new 's Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on therefor the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available to Borrower to but excluding the date of payment paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to recover from Borrower, on demand, in lieu of the interest provided for in the case preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders. Each such notice constitutes a “Borrowing Loan Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Fixed Period Eurodollar Loans, the date on which such Fixed Period Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, or (iii) the aggregate amount of any such Borrowing of Swingline Loans, the date on which such Swingline Loans are to be advanced, and whether such Swingline Loans are Base Rate Loans or Daily Floating Eurodollar Loans; and (b) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, on (i) 11:00 a.m. on the Business Day day on which any such Base Rate Loans are is to be made, (ii) 3:00 p.m. on the day on which any Swingline Loan is to be made, or (iiiii) 11:00 a.m. on the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” Loan Notice attached hereto as Exhibit BC hereto, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing NoticeLoan Notice requesting Revolving Credit Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If Upon receipt of any such Loan Notice requesting Swingline Loans, the Administrative Agent shall give the Swingline Lender prompt notice of the terms thereof. In the case of Revolving Credit Loans, if all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly promptly, and in no event later than 2:00 p.m., remit to Administrative Agent at the Administrative Agent’s office in Denver, Colorado to the account designated by the Administrative Agent, the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment Revolving Credit Loans to be made by such Lender, for the greater purpose of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to refunding Swingline Loans shall be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included Lenders as provided in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative AgentSection 2.02(b).

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans (other than Citibank LC Loans) to be advanced funded by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar LIBOR Loans, the date on which such Eurodollar LIBOR Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 11:00 a.m., Denver, Colorado New York City time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar LIBOR Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in Denver, Colorado New York City the amount of such Lender’s new 's Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on therefor the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available to Borrower to but excluding the date of payment paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to recover from Borrower, on demand, in lieu of the interest provided for in the case preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. The Borrower must shall give to the Administrative Agent at the Payment Office prior to 12:00 p.m. (New York City time) at least three Business Day’s prior written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new the Loans to be advanced by Lendersincurred hereunder on the Closing Date. Each such Such notice constitutes (a “Borrowing Notice” hereunder ”) shall be irrevocable and must: (a) specify shall be in writing in the form of Exhibit B, appropriately completed to specify: (i) the aggregate principal amount of any such Borrowing of new Base Rate the Loans and the date on which such Base Rate Loans are to be advancedincurred pursuant to such Borrowing, or (ii) the aggregate amount date of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply theretoa Business Day), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m., Denver, Colorado time, on (iiii) the Business Day on wire instructions for the Borrower account to which any such Base Rate Loans are to the Loan funds should be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmationsent. Upon receipt of any such the Borrowing Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. Each Borrowing Notice shall be irrevocable and binding on the Borrower. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to the Administrative Agent at Administrative Agent’s office in Denverthe Payment Office, Colorado for receipt no later than 12:00 p.m. (New York City time) on such date, the amount of such Lender’s new Loan in immediately available funds, and upon receipt of all such requested funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. Unless the Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such BorrowingLoan, the Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to the Administrative Agent in accordance with this Section 2.2 section and maythe Administrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountthe Borrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to the Administrative Agent, then the applicable such Lender and the Borrower severally agree to pay or repay to the Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to the Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable to the Loans at such time, if the Borrower is making such repayment. If neither such Lender nor the Borrower pay or repay to the Administrative Agent such amount within such three-day period, the Administrative Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case interest rate set forth in Section 2.8(b), calculated from the date such amount was made available to the Borrower. The failure of a payment any Lender to make any Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. The Borrower must shall give to the Administrative Agent written or electronic at the Administrative Agent’s office in New York, New York prior to 12:00 p.m. (New York City time) at least one Business Day’s prior notice of the Loans to be incurred hereunder on the Closing Date. Such notice (a “Borrowing Notice”) shall be irrevocable and shall be in writing, or telephonic notice by telephone promptly confirmed in writing) , in the form of any requested Borrowing of new Loans Exhibit B, appropriately completed to be advanced by Lenders. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify specify: (i) the aggregate principal amount of any the Loans to be incurred pursuant to such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount date of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply theretoa Business Day), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m., Denver, Colorado time, on (i) the Business Day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such the Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. Each Borrowing Notice shall be irrevocable and binding on Borrower. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in DenverNew York, Colorado New York, the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such BorrowingLoan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available to Borrower to but excluding the date of payment paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable to the Loans at such time, if Borrower is making such repayment. If neither such Lender nor Borrower pay or repay to Administrative Agent such amount within such three-day period, Administrative Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case interest rate set forth in Section 2.8(b), calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. The Borrower must give to the Administrative Agent irrevocable written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by LendersXxxxxxx, except, with regard to Swingline Loans subject to an Autoborrow Agreement. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Term SOFR Loans, the date on which such Eurodollar Term SOFR Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and, or (iii) the aggregate amount of any such Borrowing of Swingline Loans and the date on which such Swingline Loans are to be advanced; (b) be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice; (c) with regard to Swingline Loans, be given by (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice; and (d) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate Loans or Swingline Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Term SOFR Loans (other than any Term SOFR Loans to be made on the Closing Date) are to be made. Each such written request made or confirmation must (iii) solely in the case of any Term SOFR Loans to be made in on the form and substance Closing Date, the second Business Day preceding the Closing Date; provided that, any Borrowing made on the Closing Date or any of the “Borrowing three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a funding indemnity letter reasonably acceptable to the Administrative Agent prior to delivery of the applicable Loan Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Loan Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If Upon receipt of any such Loan Notice requesting Swingline Loans, the Administrative Agent shall give the Swingline Lender prompt notice of the terms thereof. In the case of Revolving Credit Loans or Incremental Term Loans, if all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly promptly, and in no event later than 2:00 p.m. (or, in the case of Incremental Term Loans, such other time as shall be agreed to by the Incremental Term Loan Lenders), remit to the Administrative Agent at the Administrative Agent’s office in Denver, Colorado Office the amount of such LenderXxxxxx’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment Swingline Loans, if all conditions precedent to be made by such Lendernew Loans have been met, the greater of Swingline Lender will on the Federal Funds Rate and a rate determined by date requested promptly remit to the Administrative Agent at the Administrative Agent’s Office the amount of such Swingline Loan in accordance with banking industry rules on interbank compensation immediately available funds, and (ii) in the case upon receipt of a payment such funds, unless to be made by Borrowerits actual knowledge any conditions precedent to such Swingline Loan have been neither met nor waived as provided herein, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit make such Loans available to Borrower the amount of such interest paid by Borrower for such periodBorrower. If no Interest Period is specified in any such Lender pays its share of notice with respect to any conversion to or continuation as a Term SOFR Loan, the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be deemed to have selected an Interest Period of one month’s duration. Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b). With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without prejudice any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any claim such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower may have against a Lender that shall have failed to make and the Lenders reasonably promptly after such payment to Administrative Agentamendment becomes effective.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by LendersBanks. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m.1:00 p.m., DenverNew York, Colorado New York time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender Bank prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender Bank will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverNew York, Colorado New York the amount of such Lender’s Bank's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.neither

Requests for New Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders, except in the case of Swingline Loans under a cash management arrangement as provided below. Each such notice constitutes a “Borrowing Loan Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Fixed Period Eurodollar Loans, the date on which such Fixed Period Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period, or (iii) the aggregate amount of any such Borrowing of Swingline Loans, the date on which such Swingline Loans are to be advanced, and whether such Swingline Loans are Base Rate Loans or Daily Floating Eurodollar Loans; and (b) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate Loans or Swingline Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” Loan Notice attached hereto as Exhibit BC hereto, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing NoticeLoan Notice requesting Revolving Credit Loans, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders), each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in Denver, Colorado the amount of such Lender’s new Loan in immediately available funds, and upon Upon receipt of any such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.Notice requesting Swingline

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “Borrowing Notice” "REQUEST FOR LOAN" hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m.1:00 p.m., DenverDallas, Colorado Texas time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” "REQUEST FOR LOAN" attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing NoticeRequest for Loan, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverDallas, Colorado Texas the amount of such Lender’s 's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Late Payment Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders. Each such notice constitutes a “"Borrowing Notice” " hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 11:00 a.m., DenverBoston, Colorado Massachusetts time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “"Borrowing Notice” " attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s 's office in DenverBoston, Colorado Massachusetts the amount of such Lender’s new 's Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing's new Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Administrative Agent in accordance with this Section 2.2 section and mayAdministrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available to Borrower to but excluding the date of payment paid or repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to recover from Borrower, on demand, in lieu of interest provided for in the case preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower Borrowers must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which that is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m., DenverLos Angeles, Colorado California, time, on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower Borrowers as to the matters which that are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in DenverLos Angeles, Colorado California, the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans Loan have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to BorrowerBorrowers. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available to Administrative Agent on such date in accordance with this Section 2.2 section and may, Administrative Agent may in reliance upon such assumption, make available to Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower Borrowers severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower Borrowers to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by BorrowerBorrowers, the interest rate applicable to Base Rate Loans. If Borrower Borrowers and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower Borrowers the amount of such interest paid by Borrower Borrowers for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower Borrowers shall be without prejudice to any claim Borrower Borrowers may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. The Borrower must give to the Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced funded by Lenders. Each such notice constitutes a “Borrowing Loan Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by the Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Loan Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by the Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Loan Notice, the Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to the Administrative Agent at the Administrative Agent’s office in Denver, Colorado Office the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, the Administrative Agent shall promptly make such Loans available to the Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate ABR Loans and the date on which such Base Rate ABR Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m.12:00 noon, Denver, Colorado New York City time, on (i) the Business Day day on which any such Base Rate ABR Loans are to be made, or (ii) the third Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in DenverHouston, Colorado Texas, the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received prompt notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowingnew Loan, Administrative Agent may in its discretion assume that such Lender has made such share Loan available on such date to Agent in accordance with this Section 2.2 section and mayAgent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower a corresponding amountBorrower. In If and to the extent such event, if a Lender has shall not in fact made so make its share of the applicable Borrowing new Loan available to Administrative Agent, then the applicable such Lender and Borrower severally agree to pay or repay to Administrative Agent forthwith on within three days after demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, amount of such corresponding amount Loan together with interest thereon, for each day from and including the date such amount was made available to Borrower until the date such amount is made available paid or repaid to Borrower to but excluding the date of payment to Administrative Agent, with interest at (i) the Federal Funds Rate, if such Lender is making such payment and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is making such repayment. If neither such Lender nor Borrower pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Lender and from Borrower, on demand, interest thereon at the case Default Rate, calculated from the date such amount was made available to Borrower. The failure of a payment any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be responsible for the failure of any other Lender to make any new Loan to be made by such other Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

Requests for New Loans. Borrower must give to Administrative Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Borrowing of new Loans to be advanced by Lenders. Each such notice constitutes a “Borrowing Notice” hereunder and must: (a) specify (i) the aggregate amount of any such Borrowing of new Base Rate Loans and the date on which such Base Rate Loans are to be advanced, or (ii) the aggregate amount of any such Borrowing of new Eurodollar Loans, the date on which such Eurodollar Loans are to be advanced (which date shall be the first day of the Interest Period which that is to apply thereto), and the length of the applicable Interest Period; and (b) be received by Administrative Agent not later than 10:00 a.m., Denver, Colorado time, 11:00 a.m. on (i) the Business Day day on which any such Base Rate Loans are to be made, or (ii) the third 3rd Business Day preceding the day on which any such Eurodollar Loans are to be made. Each such written request or confirmation must be made in the form and substance of the “Borrowing Notice” attached hereto as Exhibit B, duly completed. B. Each such telephonic request shall be deemed a representation, warranty, acknowledgment representation and agreement warranty by Borrower as to the matters which that are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met (or waived by Required Lenders)met, each Lender will on the date requested promptly remit to Administrative Agent at Administrative Agent’s office in Denver, Colorado New York City the amount of such Lender’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may in its discretion assume that such Lender has made such share available on such date in accordance with this Section 2.2 and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand (i) on the same Business Day if demand is made by Administrative Agent on or prior to 10:00 a.m. Denver, Colorado time and (ii) on the next Business Day if demand is made by Administrative Agent after 10:00 a.m. Denver, Colorado time, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.