Common use of Borrowing Procedure Clause in Contracts

Borrowing Procedure. (i) The Borrower shall give the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) (i) at least three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loans.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Competitive Borrowing, as to which this Section 2.04 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date day of the Borrowing of Loans if all such Loans are to be ABR Loansa proposed Borrowing. Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 heretoirrevocable, as applicable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request by substantially in the form of Exhibit C or such other form as shall be acceptable to the Administrative Agent and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the Lenders of any notice given pursuant to this Section 2.04 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery hand delivery, e-mail or facsimile transmission to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give hand deliver or telecopy to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date Business Day of the Borrowing of Loans if all such Loans are to be ABR Loansa proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day), (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (iother than a deemed Borrowing pursuant to Section 2.02(f) The as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to case of a Eurodollar Borrowing, not later than 1:00 p.m. (p.m., New York City time) (i) at least , three Business Days’ prior written notice Days before a proposed Borrowing (or, solely in the form case of a Eurodollar Borrowing Request (or telephonic notice promptly confirmed in writing) of on the Borrowing of Loans if all or any of Closing Date, one Business Day before such Loans are to be initially LIBOR Loansproposed Borrowing), and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date day of the Borrowing of Loans if all a proposed Borrowing. Each such Loans are to be ABR Loans. Such telephonic Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery hand delivery, fax or other electronic transmission to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Incremental Term Borrowing, a Revolving Credit Borrowing or an Incremental Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (iother than a Swingline Dollar Borrowing or a deemed Borrowing pursuant to Section 2.2(f), as to which this Section 2.3 shall not apply), the applicable Borrower (or the Company on behalf of such Borrower) The Borrower shall give hand deliver or telecopy to the Administrative Agent at a duly completed Borrowing Request (or telephone the Administrative Agent’s Office prior to 1:00 p.m. , promptly confirmed with a written and duly completed Borrowing Request) (a) in the case of a Eurocurrency Borrowing, not later than 12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each Borrowing Request (including a telephonic Borrowing Request) shall be irrevocable, shall be signed by or on behalf of the applicable Borrower (or by the Company on behalf of such Borrower) and shall specify the following information: (i) at least three whether such Borrowing is to be a Dollar Borrowing or an Alternative Currency Borrowing (and the relevant currency and amount thereof); (ii) if such Borrowing is to be denominated in dollars, whether it is to be a Eurocurrency Borrowing or an ABR Borrowing; (iii) the date of such Borrowing (which shall be a Business Days’ prior written notice in Day); (iv) the form of Borrowing Request (or telephonic notice promptly confirmed in writing) number and location of the Borrowing of Loans if all or any of such Loans account to which funds are to be initially LIBOR Loansdisbursed; (v) the amount of such Borrowing (which shall be specified in dollars if a Dollar Borrowing, and (ii) prior written notice in the form relevant Alternative Currency, if an Alternative Currency Borrowing); (vi) subject to the limitations of Section 2.1 and Section 2.22, the currency of such Borrowing; (vii) if such Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are is to be ABR Loans. Such a Eurocurrency Borrowing, the initial Interest Period with respect thereto; and (viii) whether such Borrowing Request is a Swingline Borrowing or a Revolving Borrowing; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall be substantially comply with the requirements set forth in the form of Exhibit C-1 or C-2 heretoSection 2.2 and, as applicable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loans.Section

Borrowing Procedure. In order to request a Borrowing (i) The other than a Borrowing of Swing Line Loans under Section 2.22 as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three (3) (i) at least three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or telephonic notice promptly confirmed in writing) noon), New York City time, on the Business Day prior to the requested date of the Borrowing of Loans if all a proposed Borrowing. Each such Loans are to be ABR Loans. Such telephonic Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing, Borrower shall deliver, by hand delivery or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, on the third (3rd) (i) at least three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on Day before the date of the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent, in the case of Loans if all any Borrowing, or the Issuing Bank, in the case of any issuance, amendment, extension or renewal of a Letter of Credit) or (ii) in the case of an ABR Borrowing, not later than 4:00 p.m., New York City time, on the Business Day prior to the proposed Borrowing (or such Loans are time as may be reasonably acceptable to be ABR Loansthe Administrative Agent). Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (ia) the aggregate principal amount of the Loans to be made, such Borrowing; (iib) the date of the Borrowing and such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loansa Eurodollar Borrowing, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the definition of the term “Interest Period”; (e) the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (f) that the conditions set forth in Sections 4.02(b)— (d) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower pursuant shall be deemed to have selected an Interest Period of one (1) month’s duration. Additionally, any amount required to be paid as interest, fees, charges, costs and expenses payable or reimbursable by Borrower hereunder, or other Obligations under this Agreement or any other Loan Document, at the election of Administrative Agent, shall be deemed a request by Borrowers for an ABR Borrowing as of the date such payment is due, in the amount required to pay in full or in part such interest, fee, charge or other Obligation under this Agreement or any other Loan Document and such deemed request shall be irrevocable. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to 2.03, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurocurrency Borrowing, not later than 4:00 p.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (ii) prior written notice in the form case of an ABR Borrowing, not later than 12:00 noon, New York time, one Business Day before a proposed Borrowing; provided, however, that Borrowing Request (or telephonic notice promptly confirmed in writing) Requests with respect to Borrowings to be made on the date Effective Date may, at the discretion of the Borrowing of Loans if all such Loans are to Administrative Agent, be ABR Loansdelivered later than the times specified above. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (iA) whether the aggregate principal amount of the Loans Borrowing then being requested is to be made, a Eurocurrency Borrowing or an ABR Borrowing; (iiB) the date of such Borrowing (which shall be a Business Day); (C) the Borrowing number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c) and shall be an office of the Administrative Agent in New York); (D) the amount of such Borrowing; and (iiiE) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are such Borrowing is to include LIBOR Loansbe a Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurocurrency Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof) and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative Borrower, on behalf of the applicable Borrower, shall deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) (i) at least three Business Days’ prior written notice in Days before the form of Borrowing Request (or telephonic notice promptly confirmed in writing) date of the Borrowing of Loans if all proposed Borrowing, or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the Borrowing of Loans if all such Loans are to be ABR Loansproposed Borrowing. Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (i) the aggregate principal amount of the Loans to be made, such Borrowing; (ii) the date of the Borrowing and such Borrowing, which shall be a Business Day; 55 (iii) whether such Borrowing shall constitute a Borrowing of U.S. Term Loans or Canadian Term Loans; (iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; (v) in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loansa Eurocurrency Borrowing, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the definition of the term “Interest Period”; (vi) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); (vii) in the case of the initial Credit Extension hereunder or under any Incremental Term Loan Commitments, that the conditions set forth in Section 4.02(b) — (d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then Administrative Borrower pursuant on behalf of the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to Section, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each applicable Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the Borrower shall give hand deliver or telecopy to the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) (i) at least three Business Days’ prior written notice in the form of a duly completed Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 B (a) in the case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or C-2 hereto, as applicable, on behalf of the Borrower and shall specify the following information: (i) whether the aggregate principal amount Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing (and in the case of a Term Borrowing the Commitments pursuant to which the Loans comprising such Borrowing are to be made), and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if a Borrowing the Loans proceeds of which are to include LIBOR Loansbe received by the Borrower, the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Requestrequested Borrowing. If the Borrower fails shall not have delivered a Borrowing Request in accordance with this Section 2.03 prior to specify whether the end of the Interest Period then in effect for any Loans shall consist of ABR Loans or LIBOR Loans in the Revolving Credit Borrowing Requestrequesting that such Borrowing be refinanced, then the applicable Loans Borrower shall (unless the Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be made as an ABR LoansBorrowing.

Borrowing Procedure. (i) The To request a Revolving Borrowing or Term Borrowing, Borrower shall give notify the Administrative Agent at of such request by telephone (promptly confirmed by telecopy) (a) in the Administrative Agent’s Office prior to case of a Eurodollar Borrowing, not later than 1:00 p.m. (p.m., New York City time) (i) at least , three Business Days’ prior written notice Days before the date of the proposed Borrowing or (b) in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of Loans if all or any of such Loans are to an LC Disbursement as contemplated by Section 2.18(e) may be initially LIBOR Loansgiven not later than 11:00 a.m., and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) New York City time, on the date of the Borrowing of Loans if all proposed Borrowing. Each such Loans are to be ABR Loans. Such telephonic Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing or a Term Borrowing; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (i) the date which is 30 days after the Closing Date and (ii) the date on which a successful syndication of the Loans and Commitments shall have been declared by the Joint Lead Arrangers, Borrower shall only be permitted to request an Interest Period of seven days; and (f) the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02. If no later than 2:00 p.m. election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration (New York City timesubject to the proviso of clause (e) above). The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Competitive Borrowing, as to which this Section 2.04 shall not apply), the Borrower shall give hand deliver or telecopy to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time) (i) at least , three Business Days’ prior written notice Days before a proposed Borrowing and (b) in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansan ABR Borrowing, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) not later than 10:00 a.m., New York City time, on the date day of the Borrowing of Loans if all such Loans are to be ABR Loansa proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, signed by or on behalf of the form of Exhibit C-1 or C-2 heretoBorrower, as applicable, shall be accompanied by a Ratio Certificate (if the requested Borrowing is to be made prior to the Raytheon Merger) and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be made, a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give advise the Lenders of any notice given pursuant to this Section 2.04 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice Days before a proposed Borrowing or, in the form case of any Eurodollar Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansmade on the Restatement Date, not later than 12:00 (noon) New York City time, one Business Day prior to the Restatement Date, and (iib) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or telephonic notice promptly confirmed in writing) noon), New York City time, on the requested date of the Borrowing of Loans if all Borrowing. Each such Loans are to be ABR Loans. Such telephonic Borrowing Request shall be substantially irrevocable (provided that, any telephonic notification or Borrowing Request in respect of a Borrowing to be made on the form Restatement Date may be revoked and/or extended by not more than 5 Business Days pending satisfaction of Exhibit C-1 or C-2 hereto, as applicablethe conditions set out in Article IV), and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) if such Borrowing is to be a Eurodollar Borrowing, the currency of such Borrowing; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. If no currency with respect to a Borrowing is specified, the currency shall be in Dollars. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section shall not apply), a Borrower shall give hand deliver or fax to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be an ABR LoansBorrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, applicable Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Term Borrowing, an Other Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period to be initially applicable with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery If no election as to the Administrative Agent Type of a written Borrowing Request by is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no later than 2:00 p.m. (New York City time)Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section, and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (a) To request Loans, the Administrative Borrower shall deliver, by hand delivery or telecopier (or e-mail), a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of Eurodollar Revolving Loans, not later than 11:00 a.m., New York City time, three (3) (i) at least three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on Days before the date of the Borrowing proposed Borrowing; (ii) in the case of Euro Denominated Loans, not later than 11:00 a.m., New York City time, four (4) Business Days before the date of the proposed Borrowing; or (iii) in the case of ABR Loans, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing; provided that for Loans if all such Loans are to be ABR Loansmade on the Closing Date, such Borrowing Request may be delivered to the Administrative Agent one Business Day prior to the Closing Date. Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (i) whether the requested borrowing is to be a borrowing of U.S. Revolving Loans, Australian Revolving Loans or Dutch Revolving Loans; (ii) the aggregate principal amount of the Loans to be made, such borrowing; (iiiii) the date of such borrowing, which shall be a Business Day; (iv) in the Borrowing and (iii) case of Dollar Denominated Loans, whether the Loans shall consist of such borrowing is to be for ABR Loans and/or LIBOR Loans and, if or Eurodollar Revolving Loans; (v) in the Loans are to include LIBOR case of Eurodollar Revolving Loans, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the definition of the term “Interest Period”; (vi) the Borrower pursuant requesting such borrowing and the location and number of such Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); (vii) that the conditions set forth in Sections 4.02(b)-(d) have been or shall be satisfied as of the proposed date of the borrowing, as applicable; and (viii) the Approved Currency for such borrowing. If no election as to the Type of Loans is specified, then the requested borrowing shall be for ABR Loans in dollars. If no Interest Period is specified with respect to any requested Eurodollar Revolving Loan, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to 2.03, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Borrowing, Borrower shall deliver, by hand delivery or telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time) (i) at least , three Business Days’ prior written notice in Days before the form of Borrowing Request (or telephonic notice promptly confirmed in writing) date of the proposed Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the Borrowing of Loans if all such Loans are to be ABR Loansproposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable (unless Borrower receives notice from the form of Exhibit C-1 Agent or C-2 hereto, as applicable, any Lender that such Borrowing cannot be a Eurodollar Borrowing) and shall specify the following information in compliance with Section 2.02: (ia) whether the requested Borrowing is to be a Borrowing of Revolving Loans, Tranche A Loans or Tranche B Loans; (b) the aggregate principal amount of the Loans to be made, such Borrowing; (iic) the date of the Borrowing and such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loansa Eurodollar Borrowing, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the definition of the term "Interest Period"; (f) the location and number of Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) that the conditions set forth in Sections 4.02(b)-(d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower pursuant shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to Section, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender's Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (iother than a Competitive Borrowing or a Swingline Loan, as to which this Section 2.04 shall not apply), the Borrower or the UK Borrower, as applicable, shall deliver by hand, telecopy or other writing transmitted electronically (including in the form of a .pdf attachment) The Borrower shall give to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurocurrency Borrowing, not later than 10:30 a.m., New York City time) (i) at least , three Business Days’ prior written notice Days before a proposed Borrowing and (b) in the form case of an ABR Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansor, and (ii) prior written notice in the form case of an ABR Borrowing Request (or telephonic notice promptly confirmed in writing) on by the date of the Borrowing of Loans if all such Loans are to be ABR LoansUK Borrower, not later than 10:00 a.m., New York time). Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 heretoirrevocable, as applicablesigned by an Authorized Representative, and shall specify the following information: (i) whether the aggregate principal amount requested Borrowing is a Domestic Loan or a Multicurrency Loan requested by the Borrower and, if a Multicurrency Loan, the identity of the Loans borrower; (ii) with respect to Borrowings by the Borrower, or with respect to Dollar denominated Borrowings by the UK Borrower, whether the Borrowing then being requested is to be made, a Eurocurrency Borrowing or an ABR Borrowing; (iiiii) the date of such Borrowing (which shall be a Business Day); (iv) the Borrowing number and (iii) whether location of the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (v) the amount of such Borrowing; (vi) if such Borrowing is to be a Eurocurrency Borrowing, the Interest Period with respect thereto; and (vii) with respect to be initially applicable theretoBorrowings by the UK Borrower, the Available Currency of such Revolving Loan; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. Each telephonic If no election as to the Type of Borrowing is specified in any such notice by the Borrower pursuant or the UK Borrower with respect to this Section 2.03(a) must Dollar denominated Loans, then the requested Borrowing shall be confirmed promptly by delivery an ABR Borrowing; if no election as to the Administrative Agent Type of Borrowing is specified in any such notice by the UK Borrower with respect to non-Dollar denominated Loans, then the requested Borrowing shall be a written Eurocurrency Borrowing Request by with an Interest Period of one month’s duration. If no later than 2:00 p.m. (New York City time)Interest Period with respect to any Eurocurrency Borrowing is specified in any such notice, then the Borrower, or the UK Borrower, as the case may be, shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly give advise the Lenders of any notice given pursuant to this Section 2.04 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to case of a Eurodollar Borrowing, not later than 1:00 p.m. (p.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before a proposed Borrowing Request (or such other prior notice reasonably acceptable to the Administrative Agent. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the U.S. Borrower or Cayman Borrower, as applicable, shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice in the form of Days before a proposed Borrowing Request (or telephonic notice promptly confirmed as otherwise agreed by the Administrative Agent in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansits sole discretion), and (iib) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or telephonic notice promptly confirmed in writing) noon), New York City time, on the date day of the Borrowing of Loans if all a proposed Borrowing. Each such Loans are to be ABR Loans. Such telephonic Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing of Loans made pursuant to Section 2.01(a) or an Incremental Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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 U.S. Borrower or Cayman Borrower, as applicable, shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan as to which this Section shall not apply), the Borrower shall give hand deliver or fax to the Administrative Agent at (or give telephonic notice promptly confirmed by written notice) a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 noon (New York City time) (i) at least three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 noon (or telephonic notice promptly confirmed in writingNew York City time) on one Business Day before the date of the Borrowing of Loans if all such Loans are to be ABR Loansproposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) the aggregate principal amount of the Loans whether such Borrowing is to be madea Eurodollar Borrowing or an ABR Borrowing, (ii) the date of the such Borrowing and (which shall be a Business Day), (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed, (iv) the amount of such Borrowing, and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Competitive Borrowing, as to which this Section 2.04 shall not apply), the Borrower shall give hand deliver or telecopy to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time) (i) at least , three Business Days’ prior written notice Days before a proposed Borrowing and (b) in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansan ABR Borrowing, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) not later than 10:00 a.m., New York City time, on the date day of the Borrowing of Loans if all such Loans are to be ABR Loansa proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicableBorrower, and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be made, a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month’s duration. The Administrative Agent shall promptly give advise the Lenders of any notice given pursuant to this Section 2.04 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(e), as to which this Section shall not apply), the Borrower shall give hand deliver or telecopy to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be an ABR LoansBorrowing, not later than 11:00 a.m., New York City time, one Business Day before a proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day), (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. The initial Borrowing shall be an ABR Borrowing. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section, and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery hand delivery, electronic mail or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (iother than a deemed Borrowing pursuant to Section 2.02(f) The or a Borrowing of Swing Line Loans under Section 2.22 as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three (3) (i) at least three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or telephonic notice promptly confirmed in writing) noon), New York City time, on the Business Day prior to the requested date of the Borrowing of Loans if all a proposed Borrowing. Each such Loans are to be ABR Loans. Such telephonic Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Revolving Credit Borrowing or an Incremental Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable), the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. To request a Credit Extension, Borrowers shall deliver, by facsimile, a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on Days before the date of the proposed Borrowing or (ii) in the case of Loans if all such Loans are to be an ABR LoansBorrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Borrowing. Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (ia) the Class of Loans requested; (b) the aggregate principal amount of the Loans to be made, such Borrowing of each Class; (iic) the date of the Borrowing and such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loansa Eurodollar Borrowing, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the Borrower pursuant definition of the term “Interest Period”; (f) the location and number of Borrowers’ account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) that the conditions set forth in Sections 4.02(b)-(d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrowers shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to 2.03, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the Borrower shall give hand deliver or telecopy to the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) (i) at least three Business Days’ prior written notice in the form of a duly completed Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 B (a) in the case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or C-2 hereto, as applicable, on behalf of the Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if a Borrowing the Loans proceeds of which are to include LIBOR Loansbe received by the Borrower, the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Requestrequested Borrowing. If the Borrower fails shall not have delivered a Borrowing Request in accordance with this Section 2.03 prior to specify whether the end of the Interest Period then in effect for any Loans shall consist of ABR Loans or LIBOR Loans in the Revolving Credit Borrowing Requestrequesting that such Borrowing be refinanced, then the applicable Loans Borrower shall (unless the Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be made as an ABR LoansBorrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at by telephone (promptly confirmed by fax) or shall hand deliver or fax to the Administrative Agent’s Office prior to 1:00 Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 12:00 p.m. (noon), New York City time) (i) at least , three Business Days’ prior written notice Days before a proposed Borrowing and (b) in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 p.m. (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansnoon), and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR LoansNew York City time, one Business Day before a proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given in accordance with this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 14 Business Days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Competitive Borrowing, as to which this Section 2.04 shall not apply), the Borrower shall give hand deliver or telecopy to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time) (i) at least , three Business Days’ prior written notice Days before a proposed Borrowing and (b) in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansan ABR Borrowing, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) not later than 10:00 a.m., New York City time, on the date day of the Borrowing of Loans if all such Loans are to be ABR Loansa proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be made, a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give advise the Lenders of any notice given pursuant to this Section 2.04 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 14 Business Days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed requested Borrowing. Only one request for a Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall may be made as ABR Loanshereunder.

Borrowing Procedure. To request a Borrowing, a Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time) (i) at least , three Business Days’ prior written notice in Days before the form of Borrowing Request (or telephonic notice promptly confirmed in writing) date of the proposed Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the Borrowing of Loans if all such Loans are to be ABR Loansproposed Borrowing. Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (ia) the aggregate principal amount of the Loans to be made, such Borrowing; (iib) the date of the Borrowing and such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loansa Eurodollar Borrowing, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the definition of the term “Interest Period”; (e) the location and number of such Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (f) that the conditions set forth in Sections 4.02(b)-(d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then such Borrower pursuant shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to Section, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give hand deliver or telecopy to the Administrative Paying Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) a Base Rate Borrowing, not later than 11:00 a.m., New York City time, on the date Business Day of the Borrowing of Loans if all such Loans are to be ABR Loansa proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Term Borrowing or a Revolving Credit Borrowing, whether such Borrowing is to be a Eurodollar Borrowing or a Base Rate Borrowing and whether such Borrowing is to be an Acquisition Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day), (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period to be initially applicable with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. Each telephonic notice Any request for a Term Borrowing by the Borrower shall be allocated between the Tranche A Commitments and the Tranche B Commitments pro rata in accordance with the aggregate unused amounts of such Commitments. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate 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. The Paying Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03(a) must be confirmed promptly by delivery to 2.03 (and the Administrative Agent contents thereof), and of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (iother than a deemed Borrowing pursuant to Section 2.02(f) The or a Borrowing of Swing Line Loans under Section 2.23 as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three (3) Business Days before a proposed Borrowing, and (ib) at least three in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Days’ Day prior written notice to the requested date of a proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be in the form of a written Borrowing Request (delivered by hand or telephonic notice promptly confirmed in writing) of fax to the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, Administrative Agent and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Revolving Credit Borrowing, a Tranche A-1 Borrowing, a Tranche A-2 Borrowing, a Refinancing Revolving Loan Borrowing, a Refinancing Term Loan Borrowing or an Incremental Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice Days before a proposed Borrowing or, in the form case of any Eurodollar Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansmade on the Restatement Date, not later than 12:00 (noon) New York City time, one Business Day prior to the Restatement Date, and (iib) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or telephonic notice promptly confirmed in writing) noon), New York City time, on the requested date of the Borrowing of Loans if all Borrowing. Each such Loans are to be ABR Loans. Such telephonic Borrowing Request shall be substantially irrevocable (provided that, any telephonic notification or Borrowing Request in respect of a Borrowing to be made on the form Restatement Date may be revoked and/or extended by not more than 5 Business Days pending satisfaction of Exhibit C-1 or C-2 hereto, as applicablethe conditions set out in Article IV), and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) if such Borrowing is to be a Eurodollar Borrowing, the currency of such Borrowing; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR 1003651351v23 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. If no currency with respect to a Borrowing is specified, the currency shall be in Dollars. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. To request Loans, Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of Eurodollar Loans, not later than 11:00 a.m., New York City time, three (3) (i) at least three Business Days’ prior written notice in Days before the form of Borrowing Request (or telephonic notice promptly confirmed in writing) date of the proposed Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) ABR Loans, not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing; provided that Borrower may make telephonic requests for Loans so long as a duly completed written and executed Borrowing of Loans if all such Loans are Request is received prior to be ABR Loansthe times set forth above. Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (ia) the aggregate principal amount of the Loans to be made, such borrowing; (iib) the date of the Borrowing and such borrowing, which shall be a Business Day; (iiic) whether the Loans shall consist of such borrowing is to be for ABR Loans and/or LIBOR Loans and, if or Eurodollar Loans; (d) in the Loans are to include LIBOR case of Eurodollar Loans, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the Borrower pursuant definition of the term “Interest Period”; (e) the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (f) that the conditions set forth in Sections 4.02(b) through (d) have been satisfied as of the date of the notice. If no election as to the Type of Loans is specified, then the requested borrowing shall be for ABR Loans. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The 2.03, Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. (i) The Borrower In order to request a Term Borrowing, the Borrowers shall give notify the Administrative Agent at of such request by telephone or in writing (a) in the Administrative Agent’s Office prior to case of a Eurocurrency Borrowing, not later than 1:00 p.m. (p.m., New York City time) (i) at least , three Business Days’ prior written notice Days before a proposed Borrowing and (b) in the form case of Borrowing Request (or an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery hand delivery, fax or electronic mail to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether such Borrowing is to be a Eurocurrency Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurocurrency Borrowing, the Interest Period with respect thereto; provided, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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 Eurocurrency Borrowing is specified in any such notice, then such Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03(a) (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, the Borrower shall deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Rate Borrowing, not later than 11:00 a.m., New York City time, three (3) (i) at least three Business Days’ prior written notice in Days before the form of Borrowing Request (or telephonic notice promptly confirmed in writing) date of the Borrowing of Loans if all proposed Borrowing, or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) a Base Rate Borrowing, not later than 11:00 a.m., New York City time, on the date of the Borrowing of Loans if all such Loans are to be ABR Loansproposed Borrowing. Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (i) the aggregate principal amount of the Loans to be made, such Borrowing; (ii) the date of the Borrowing and such Borrowing, which shall be a Business Day; (iii) [Reserved]; (iv) whether such Borrowing is to be a Base Rate Borrowing or a Eurodollar Rate Borrowing; (v) in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loansa Eurodollar Rate Borrowing, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the definition of the term “Interest Period”; (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vii) in the case of the initial Credit Extension hereunder or under any Incremental Term Loan Commitments, that the conditions set forth in Section 4.02(b) — (d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Rate Borrowing, then the Borrower pursuant shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to Section, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. To request Loans, the Borrower shall deliver, by hand delivery, telecopier, email attachment or other electronic means acceptable to the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of Eurodollar Loans in dollars, not later than 12:00 p.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on Days before the date of the proposed Eurodollar Borrowing or (ii) in the case of Loans if all such Loans are to be ABR Loans, not later than 12:00 p.m., New York City time, one Business Day prior to the date of the proposed ABR Borrowing. Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (ia) the aggregate principal amount of the Loans to be made, such borrowing; (iib) the date of the Borrowing and such borrowing, which shall be a Business Day; (iiic) whether the Loans shall consist of such borrowing is to be for ABR Loans and/or LIBOR Loans and, if or Eurodollar Loans; (d) in the Loans are to include LIBOR case of Eurodollar Loans, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the definition of the term “Interest Period”; (e) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (f) that the conditions set forth in Sections 4.02(b)—(f) have been satisfied as of the date of the notice. If no election as to the Type of Loans is specified, then the requested borrowing shall be for ABR Loans. If no Interest Period is specified with respect to any requested Eurodollar Loan, then the Borrower pursuant shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to Section, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (iother than a Competitive Borrowing or a deemed Borrowing pursuant to Section 2.02(f) The hereof, as to which this Section 2.04 shall not apply), the Borrower shall give hand deliver or telecopy to the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) (i) at least three Business Days’ prior written notice in the form of a duly completed Borrowing Request (or telephonic notice promptly confirmed a) in writing) the case of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansa Eurodollar Borrowing, not later than 11:00 a.m., Dallas, Texas time, three Business Days before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 10:00 a.m., Dallas, Texas on the date (which shall be a Business Day) of the Borrowing of Loans if all such Loans are to be ABR Loansa proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be made, a Eurodollar Borrowing or an ABR Borrowing (it being understood that the Borrowing on the Closing Date shall be an ABR Borrowing); (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)) hereof; (iv) the amount of such Borrowing; (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) if the Borrower has complied with each condition set forth in Section 2.02(b) hereof and Section 4.03 hereof, whether such Borrowing is to be initially applicable theretoa Short Term Revolving Loan or a Long Term Revolving Loan; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.03 hereof. Each telephonic notice by 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 pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give advise the Lenders of any notice given pursuant to this Section 2.04 hereof (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give hand deliver or telecopy to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date Business Day of the Borrowing of Loans if all such Loans are to be ABR Loansa proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Tranche A Term Borrowing, a Tranche B Term Borrowing or a Revolving Credit Borrowing, and, subject to the second sentence of Section 2.02(b), whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day), (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to case of a Eurodollar Borrowing, not later than 1:00 p.m. (p.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Eurodollar 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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a deemed Borrowing pursuant to Section 2.23(e), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon)], New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 12:00 noon, New York City time, on the date day of the Borrowing of Loans if all proposed Borrowing. Each such Loans are to be ABR Loans. Such telephonic Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Funding Date), the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the Borrower shall give notify the Administrative Agent at of such request (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of Eurodollar Loans, not later than 12:00 noon, New York City time) (i) at least , three Business Days’ prior written notice Days before the proposed Borrowing Date and (b) in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Base Rate Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) not later than 12:00 noon, New York City time, on the date of the proposed Borrowing of Loans if all Date. Each such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax (or, if agreed by the Administrative Agent, by other electronic transmission) to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche B Term Loan Borrowing, an Incremental Term Loan Borrowing or a Revolving Loan Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or a Base Rate Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, Loans comprising any Borrowing shall be in an aggregate principal amount that is (1) (A) in the case of Base Rate Loans, $1,000,000 or a whole multiple of $250,000 in excess thereof or (B) in the case of Eurodollar Loans, $2,500,000 or a whole multiple of $250,000 in excess thereof or (2) equal to the remaining available balance of the applicable Commitments. If no later than 2:00 p.m. (New York City time)election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. Any Revolving Loans made on the Closing Date shall initially be Base Rate Loans. 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 three months’ duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 4.01 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed requested Borrowing. Each applicable Lender will make the amount of its pro rata share of each Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and available to the Administrative Agent for the account of the other matters covered Borrower at the Funding Office prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the related Borrower in funds immediately available to the Administrative Agent. Such Borrowing Request. If will then be made available to the Borrower fails to specify whether any Loans shall consist by the Administrative Agent crediting the account of ABR Loans or LIBOR Loans the Borrower specified in the applicable Borrowing Request, then Request with the aggregate of the amounts made available to the Administrative Agent by the applicable Loans shall be made Lenders and in like funds as ABR Loansreceived by the Administrative Agent.

Borrowing Procedure. In order to request a Borrowing (i) The other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), a Borrower shall give hand deliver or telecopy to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be an ABR LoansBorrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, applicable Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Refinancing Revolving Facility Borrowing or an Additional Revolving Facility Borrowing and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing, PROVIDED that any Borrowing on the Closing Date shall be an ABR Borrowing comprised solely of Refinancing Revolving Loans; (ii) the date of the such Borrowing and (which shall be a Business Day), (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period to be initially applicable with respect thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed ; PROVIDED, HOWEVER, that, notwithstanding any contrary specification in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then each requested Borrowing shall comply with the requirements set forth in Section 2.02. In the case of an Additional Revolving Facility Borrowing, the Parent Borrower shall also deliver each applicable Loans shall be made as ABR Loansdocument specified in Section 4.

Borrowing Procedure. To request Loans, Borrower shall deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of Eurocurrency Loans in dollars, not later than 11:00 a.m., New York City time) (i) at least , three Business Days’ prior written notice in Days before the form of Borrowing Request (or telephonic notice promptly confirmed in writing) date of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansproposed Borrowing, and (ii) prior written notice in the form case of Borrowing Request Eurocurrency Loans in an Alternate Currency, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing or (or telephonic notice promptly confirmed iii) in writing) the case of ABR Loans, not later than 10:00 a.m., New York City time, on the date of the Borrowing of Loans if all such Loans are to be ABR Loansproposed borrowing. Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (ia) whether the requested borrowing is to be a borrowing of Revolving Loans, or Term Loans; (b) the aggregate principal amount of the Loans to be made, such borrowing; (iic) the date of the Borrowing and such borrowing, which shall be a Business Day; (iiid) whether the Loans shall consist of such borrowing is to be for ABR Loans and/or LIBOR Loans andor Eurocurrency Loans; (e) in the case of Eurocurrency Loans, if the Loans are initial Interest Period to include LIBOR Loansbe applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the date on which the Lead Arrangers shall have notified Borrower that a Successful Syndication has been achieved, the Interest Period shall be one month; (f) the location and number of Borrower’s account to which funds are to be initially applicable theretodisbursed, which shall comply with the requirements of Section 2.02(c); (g) that the conditions set forth in Section 4.02 or Sections 4.03(b)-(d), as the case may be, have been satisfied as of the date of the notice; and (h) in the case of Eurocurrency Loans in an Alternate Currency, the Alternate Currency for such Loans. Each telephonic notice by If no election as to the Type of Loans is specified for Loans in dollars, then the requested borrowing shall be for ABR Loans. If no Interest Period is specified with respect to any requested Eurocurrency Loan, then Borrower pursuant shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to Section, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each applicable Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or telephonic notice promptly confirmed in writing) noon), New York City time, on the date Business Day of the Borrowing of Loans if all a proposed Borrowing. Each such Loans are to be ABR Loans. Such telephonic Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Incremental Term Borrowing or a Revolving Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the Borrower shall give hand deliver or fax (or request telephonically with prompt hand delivery or fax made thereafter) to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a EuroDollar Borrowing, not later than 12:00 (noon), New York City time, one Business Day before a proposed Borrowing and (b) (i) at least three Business Days’ prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansnoon), and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) New York City time, on the date day of the Borrowing of Loans if all such Loans are to be ABR Loansa proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) the aggregate principal amount of the Loans whether such Borrowing is to be made, a EuroDollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether in respect of the Loans shall consist Closing Date only, the number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a EuroDollar Borrowing, the initial Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any EuroDollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month’s duration. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) advise the applicable Lenders of the proposed Borrowing of Loansnotice given on the Closing Date in accordance with this Section 2.03 (and the contents thereof), of such ▇▇▇▇▇▇’s proportionate share thereof and of each Lender’s portion of the other matters covered by requested Borrowing on the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR LoansClosing Date.

Borrowing Procedure. (ia) The Borrower Each Borrowing shall give the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. be made on ------------------- notice, given not later than (x) 11:00 A.M. (New York City time) (i) at least three on the third Business Days’ Day prior written notice to the date of the proposed Borrowing in the form case of a Borrowing Request consisting of LIBO Rate Loans or (or telephonic notice promptly confirmed in writingy) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and 11:00 A.M. (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writingNew York City time) on the date of the proposed Borrowing in the case of Loans if all a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof by telecopier or telex. Each such Loans are to be ABR Loans. Such notice of a Borrowing Request (a "Notice of Borrowing") shall be by telephone, confirmed promptly in writing, or ------------------- telecopier or telex in substantially in the form of Exhibit C-1 or C-2 B hereto, as applicable, and shall specify specifying therein the requested (i) the aggregate principal amount date of the Loans to be madesuch Borrowing, (ii) the date Type of the Borrowing and Loans comprising such Borrowing, (iii) whether aggregate amount of such Borrowing, and (iv) in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR a Borrowing consisting of LIBO Rate Loans, the initial Interest Period to be initially applicable theretofor each such Loan. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. Bank shall, before 1:00 P.M. (New York City time)) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Bank's ratable portion of such Borrowing. The Administrative After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent's address referred to in Section 10.2. (b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select LIBO Rate Loans for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Banks to make LIBO Rate Loans shall then be suspended pursuant to Section 4.2, 4.3 or 4.6 and (ii) the LIBO Rate Loans may not be outstanding as part of more than eight separate Borrowings. (c) Unless the Agent shall promptly give each Lender written have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank's ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (or telephonic notice promptly confirmed in writinga) of this Section 3.1 and the proposed Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing of Loans, and (ii) in the case of such ▇▇▇▇▇▇’s proportionate share thereof and of Bank, the other matters covered by the related Borrowing RequestFederal Funds Rate. If such Bank shall repay to the Borrower fails Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. (d) The failure of any Bank to specify whether make the Loan to be made by it as part of any Loans Borrowing shall consist not relieve any other Bank of ABR Loans or LIBOR Loans in its obligation, if any, hereunder to make its Loan on the Borrowing Requestdate of such Borrowing, then the applicable Loans but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made as ABR Loansby such other Bank on the date of any Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to case of a Eurodollar Borrowing, not later than 1:00 p.m. (p.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery hand delivery, e-mail or facsimile transmission to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (ia) The In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03(a) shall not apply), the U.S. Borrower shall give hand deliver or fax to the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) (i) at least three Business Days’ prior written notice in the form of a duly completed Borrowing Request (or telephonic notice promptly confirmed a) in writingthe case of a Eurocurrency Borrowing, not later than 1:00 p.m., Standard Time, three Business Days before a proposed Borrowing, (b) in the case of an ABR Borrowing under the U.S. Commitments not later than 11:00 a.m., Standard Time, on the day of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansproposed Borrowing, and (iic) prior written notice in the form case of an ABR Borrowing Request (or telephonic notice promptly confirmed in writing) on under the date of Canadian Commitments, not later than 2:00 p.m., Standard Time, one Business Day before the Borrowing of Loans if all proposed Borrowing. Each such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, U.S. Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea U.S. Borrowing or, if at the time of such request the U.S. Commitments have been fully utilized, a Canadian Borrowing; (ii) whether such Borrowing is to be a Eurocurrency Borrowing or an ABR Borrowing; (iii) the date of such Borrowing (which shall be a Business Day); (iv) the Borrowing number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (v) the amount of such Borrowing; and (iiivi) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are such Borrowing is to include LIBOR Loansbe a Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially an ABR Borrowing. If no Interest Period with respect to any Eurocurrency Borrowing is specified in any such notice, then the U.S. Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable thereto. Each telephonic Lenders of any notice by the Borrower given pursuant to this Section 2.03(a) must be confirmed promptly by delivery (and the contents thereof), and of each Lender's portion of the requested Borrowing. (b) In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03(b) shall not apply), the Canadian Borrower (or the U.S. Borrower on its behalf) shall hand deliver or fax to the Canadian Administrative Agent a duly completed Borrowing Request (a) in the case of a written B/A Borrowing or a Eurocurrency Borrowing, not later than 1:00 p.m., Standard Time, three Business Days before the proposed Borrowing and (b) in the case of a Canadian Prime Rate Borrowing or U.S. Base Rate Borrowing, not later than 3:00 p.m., Standard Time, one Business Day before the proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Canadian Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be denominated in Canadian dollars or U.S. dollars; (ii) whether such borrowing is to be a Canadian Prime Rate Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Eurocurrency Borrowing; (iii) the date of such Borrowing (which shall be a Business Day); (iv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (v) the amount of such Borrowing; and (vi) if such Borrowing is to be a B/A Borrowing or a Eurocurrency Borrowing, the Contract Period or Interest Period, respectively, therefor; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Canadian Prime Rate Borrowing (New York City timeif denominated in Canadian dollars) or a U.S. Base Rate Borrowing (if denominated in U.S. dollars). If no Contract Period or Interest Period with respect to a B/A Borrowing or Eurocurrency Borrowing has been specified in any such notice, then the Canadian Borrower shall be deemed to have selected a Contract Period or Interest Period of 30 days' or one month's duration, respectively. The Canadian Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03(b) (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time) (i) at least , two Business Days before a Borrowing to occur on the Closing Date and three Business Days’ prior written notice in the form of Days before a proposed Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or to occur on any of such Loans are to be initially LIBOR Loansdate thereafter, and (iib) prior written notice in the form case of Borrowing Request (or an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, a Revolving Credit Borrowing or an Incremental Term Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 15 Business Days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period longer than one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give hand deliver or telecopy to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date Business Day of the Borrowing of Loans if all such Loans are to be ABR Loansa proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Tranche A Term Borrowing, a Tranche B Term Borrowing or a Revolving Credit Borrowing, and, subject to the third sentence of Section 2.02(b), whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day), (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Competitive Borrowing, as to which this Section 2.04 shall not apply), the Borrower shall give deliver by hand, telecopy or other writing transmitted electronically (including in the form of a .pdf attachment) to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 12:00 Noon, New York City time) (i) at least , three Business Days’ prior written notice Days before a proposed Borrowing and (b) in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansan ABR Borrowing, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) not later than 12:00 Noon, New York City time, on the date day of the Borrowing of Loans if all such Loans are to be ABR Loansa proposed Borrowing. Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 heretoirrevocable, as applicablesigned by an Authorized Representative, and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be made, a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to be initially applicable thereto. Each telephonic the Type of Borrowing is specified in any such notice by the Borrower, 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 pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month’s duration. The Administrative Agent shall promptly give advise the Lenders of any notice given pursuant to this Section 2.04 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.2(f), as to which this Section 2.3 shall not apply), the Borrower shall give hand deliver or fax to the Administrative Agent at (or give telephonic notice promptly confirmed by written notice) a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City Time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time) (i) at least three , one Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR LoansDay before a proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount Borrowing then being requested is to be a Term Loan Borrowing, an Incremental Term Loan Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided, that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans Commitment has been completed (which notice shall be given as promptly as practicable and, in any event, within 7 days after the Closing Date), the Borrower shall not be permitted to be made, request a Eurodollar Borrowing); (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.2. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (ia) The Borrower shall give the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) (i) Lender notice by means of an Advance Request Form of each requested Advance at least three one (1) Business Days’ prior written notice Day before the requested date of each LIBOR Advance or Cost of Funds Advance, or, no later than the date of any requested Prime Rate Advance, in each case specifying: (a) the form requested date of Borrowing Request such Advance (or telephonic notice promptly confirmed in writingwhich shall be a Business Day), (b) the amount of such Advance, (c) the Type of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansAdvance, and (iid) prior written notice in the form case of Borrowing a LIBOR Advance or Cost of Funds Advance, the duration of the Interest Period for such Advance. The Lender at its option may accept telephonic Advance requests by an Authorized Officer who provides the Lender with the Security Code, provided that such acceptance shall not constitute a waiver of the Lender's right to delivery of an Advance Request (or Form in connection with subsequent Advances. Any telephonic notice request for an Advance by the Borrower shall be promptly confirmed in writing) on by submission of a properly completed Advance Request Form to the date Lender. Each LIBOR or Cost of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request Funds Advance shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, and shall specify (i) the aggregate a minimum principal amount of $500,000 and each Prime Rate Advance shall be in a minimum principal amount of $100,000. Subject to the Loans terms and conditions of this Agreement, each Advance shall be made available to be madethe Borrower by depositing the same, (ii) the date in immediately available funds, in an account of the Borrowing and (iii) whether Borrower maintained with the Loans shall consist of ABR Loans and/or LIBOR Loans and, if Lender at the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice principal office designated by the Borrower pursuant to Borrower. All notices under this Section 2.03(a) must shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request by no irrevocable and shall be given not later than 2:00 p.m. P.M. Dallas, Texas time on the day which is not less than the number of Business Days specified above for such notice. (New York City b) Within the limitations set forth above, and upon such terms and conditions as the Borrower and the Lender may agree from time to time), the Lender will, at the request of the Borrower, make Revolving Loans denominated in Deutsche Marks, up to the equivalent (in the aggregate as to all such outstanding denominated Loans) of U.S. $1,500,000. Such Loans must be repaid in Deutsche Marks at the office designated by the Lender. The Administrative Agent shall promptly give each Borrower will immediately reimburse the Lender written notice for any loss of yield and foreign exchange losses (or telephonic notice promptly confirmed in writingand will pay such prepayment penalty as the Lender establishes) of the proposed Borrowing of Loans, for any prepayment of such Deutsche Mark ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails ns paid prior to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansstated maturity.

Borrowing Procedure. To request a Revolving Borrowing (other than a deemed Borrowing pursuant to Section 2.17(e)(ii), as to which this Section 2.03 shall not apply), Borrower shall deliver, by hand delivery, telecopier or electronic mail, a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time) (i) at least , three Business Days’ prior written notice Days before the date of the proposed Borrowing or (ii) in the form case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02 : (a) whether such Borrowing is to be a Borrowing of Tranche A Revolving Loans or telephonic notice promptly confirmed Tranche B Revolving Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in writing) the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the Borrowing term “Interest Period”; (f) the location (which shall be an account in the United States) and number of Loans if all or any of such Loans Borrower’s account to which funds are to be initially LIBOR Loans, and disbursed; and (iig) prior written notice that the conditions set forth in the form Sections 4.02(b) through (e) have been satisfied as of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing Request. If no election as to the Type of Loans if all such Loans are Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be ABR Loansdeemed to have selected an Interest Period of one month’s duration. Such Promptly following receipt of a Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 heretoaccordance with this Section, as applicable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. (i) The Borrower In order to request a Borrowing, a Credit Party shall give hand deliver or telecopy to the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) (i) at least three Business Days’ prior written notice in the form of a duly completed Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 C (a) in the case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three Business Days before a proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, one Business Day before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or C-2 hereto, as applicable, on behalf of the applicable Credit Party and shall specify the following information: (i) the aggregate principal amount name of the Loans applicable Credit Party; (ii) whether the Borrowing then being requested is to be madea U.S. Term Borrowing or a Swiss Term Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (iiiii) the date of such Borrowing (which shall be a Business Day), (iv) the Borrowing number and location of the account to which funds are to be disbursed (which account shall be maintained in the United States of America); (v) the amount of such Borrowing; and (iiivi) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are such Borrowing is to include LIBOR Loansbe a Eurodollar Borrowing, the Interest Period to be initially applicable with respect thereto; PROVIDED, HOWEVER, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery If no election as to the Administrative Agent Type of a written Borrowing Request by is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no later than 2:00 p.m. (New York City time)Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Credit Party shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly give (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Borrowing, Borrower shall deliver, by hand delivery or telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time) (i) at least , three Business Days’ prior written notice in Days before the form of Borrowing Request (or telephonic notice promptly confirmed in writing) date of the proposed Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the Borrowing of Loans if all such Loans are to be ABR Loansproposed Borrowing. Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (ia) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate principal amount of the Loans to be made, such Borrowing; (iic) the date of the Borrowing and such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the Loans case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall consist be a period contemplated by the definition of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loansterm "Interest Period"; provided that until the date on which the Arrangers shall have notified Borrower and the Administrative Agent that a Successful Syndication has been achieved, the Interest Period shall be seven days; (f) the location and number of Borrower's account to which funds are to be initially applicable theretodisbursed, which shall comply with the requirements of Section 2.02(c); and (g) that the conditions set forth in Sections 4.02(b) through (d), inclusive, have been satisfied as of the date of the notice. Each telephonic notice by If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower pursuant shall be deemed to have selected an Interest Period of one month's duration (subject to the proviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to Section, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender's Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Borrowing of Loans or a Borrowing of Incremental Loans and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Closing Date shall commence on the Closing Date and end on September 28, 2012; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (iother than a deemed Borrowing pursuant to Section 2.02(f) The or a Borrowing of Swing Line Loans under Section 2.23 as to which this Section 2.03 shall not apply), the Administrative Borrower shall give notify the Administrative Agent at of such request (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon)1:00 p.m, New York City time, three (3) Business Days before a proposed Borrowing, and (ib) at least three in the case of an ABR Borrowing, not later than 12:00 (noon)1:00 p.m., New York City time, on the Business Days’ Day prior written notice to the requested date of a proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be in the form of a written Borrowing Request (delivered by hand or telephonic notice promptly confirmed in writing) of fax to the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, Administrative Agent and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Revolving Credit Borrowing, a Refinancing Revolving Loan Borrowing, a Refinancing Term Loan Borrowing or an Incremental Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period to be initially applicable with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery 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 Administrative Agent Borrower shall be deemed to have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give hand deliver or fax to the Administrative Agent at a duly completed Borrowing Request (or shall make such request by telephone promptly followed by the Administrative Agent’s Office prior to 1:00 p.m. hand delivery or fax of a duly completed Borrowing Request) (a) in the case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loansnoon), New York City time, one Business Day before a proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; PROVIDED, HOWEVER, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by IF no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (ia) The Borrower Each Borrowing of Revolver Loans shall give the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (be made on notice, given not later than 12:00 Noon, New York City time) (i) at least three , on the third Business Days’ Day prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the proposed Borrowing (in the case of a Borrowing of Revolver Loans if all to consist of LIBO Rate Loans) and no later than 12:00 Noon, New York City time, on the Business Day of the proposed Borrowing (in the case of a Borrowing of Revolver Loans to consist of Base Rate Loans), by the Borrower to the Administrative Agent, which shall give to each Revolver Lender prompt notice thereof by facsimile transmission. Each such notice of a Borrowing of Revolver Loans are to be ABR Loans. Such Borrowing Request shall be made in writing, in substantially in the form of Exhibit C-1 or C-2 heretoa Borrowing Request, as applicable, and shall specify specifying therein (i) the aggregate principal amount requested date of the Loans to such Borrowing (which shall be madea Business Day), (ii) the date of the whether such Borrowing and is to be a LIBO Rate Loan or a Base Rate Loan, (iii) whether the Loans shall consist requested aggregate amount of ABR Loans and/or LIBOR Loans andsuch Borrowing, if (iv) in the Loans case of a LIBO Rate Loan, the initial Interest Period therefor and (v) the location and number of the Borrower's Bank Account to which funds are to include LIBOR Loans, the Interest Period be disbursed. (b) Each Revolver Lender shall make each Revolver Loan to be initially applicable thereto. Each telephonic notice made by it hereunder on the Borrower pursuant to this Section 2.03(a) must be confirmed promptly proposed date thereof by delivery to the Administrative Agent wire transfer of a written Borrowing Request immediately available funds by no later than 2:00 p.m. (p.m., New York City time), to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Revolver Lenders. The Administrative Agent shall will make such Revolver Loans available to the Borrower by promptly give each Lender written notice (or telephonic notice promptly confirmed crediting the amounts so received, in writing) like funds, to a Bank Account of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof Borrower and of the other matters covered designated by the related Borrower in the applicable Borrowing Request. ; provided that Borrowings made to finance the reimbursement of an LC Disbursement as provided in Section 2.6.5 shall be remitted by the Administrative Agent to the Issuing Lender specified in Section 2.6.5. (c) If no election as to the Borrower fails to specify whether any Loans shall consist type of ABR Loans or LIBOR Loans in the Borrowing Requesta Loan is specified, then the applicable Loans requested Loan shall be a Base Rate Loan. If no Interest Period is specified with respect to any requested LIBO Rate Loan, then the requested Loan shall be made instead as ABR Loansa Base Rate Loan.

Borrowing Procedure. (i) The Borrower shall give the Administrative Agent notice by means of a Loan Request Form of each requested Loan at least one Business Day before the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) (i) requested date of each Base Rate Loan and at least three Business Days’ prior written notice in Days before the form requested date of Borrowing Request each Eurodollar Loan, specifying: (or telephonic notice promptly confirmed in writinga) the requested date of such Loan (which shall be a Business Day), (b) the amount of such Loan, (c) the Type of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansLoan, and (iid) prior written notice in the form case of Borrowing a Eurodollar Loan, the duration of the Interest Period for such Loan. The Administrative Agent at its option may accept telephonic requests for Loans, provided that such acceptance shall not constitute a waiver of the Administrative Agent's right to delivery of a Loan Request (or Form in connection with subsequent Loans. Any telephonic notice request for a Loan by the Borrower shall be promptly confirmed by submission of a properly completed Loan Request Form to the Agent. Each Loan shall be in writing) on the date a minimum principal amount of the Borrowing lesser of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, and shall specify (i) the unused amount of the Commitment or (ii) $500,000 and in integral multiples of $100,000. The aggregate principal amount of Eurodollar Loans having the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the same Interest Period shall be at least equal to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time)$500,000. The Administrative Agent shall promptly give notify each Lender written notice Bank of the contents of each such notice. Not later than 12:00 Noon, New York, New York time on the date specified for each Loan hereunder, each Bank will make available to the Administrative Agent at the Principal Office in immediately available funds, for the account of the Borrower, its pro rata share of each Loan. After the Administrative Agent's receipt of such funds and subject to the other terms and conditions of this Agreement, the Administrative Agent will make each Loan available to the Borrower by either depositing the same, in immediately available funds, in an account of the Borrower (designated by the Borrower) maintained with the Administrative Agent at the Principal Office or telephonic notice promptly confirmed wiring the funds to an account as designated by the Borrower in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans All notices under this Section shall be made as ABR Loansirrevocable and shall be given not later than 12:00 Noon, New York, New York, time on the day which is not less than the number of Business Days specified above for such notice.

Borrowing Procedure. (i) The In order to request the Borrowing on the Closing Date, the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be an ABR LoansBorrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing. Such telephonic Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of the written Borrowing Request and shall specify the following information: (i) the aggregate principal amount of the Loans whether such Borrowing is to be made, a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist amount of ABR Loans and/or LIBOR Loans and, such Borrowing; and (iv) if the Loans are such Borrowing is to include LIBOR Loansbe a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. To request a Term Loan Borrowing, the Borrower shall deliver, by hand delivery, facsimile or e-mail, a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at case of a Eurodollar Borrowing in Dollars, not later than 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent’s Office prior to 1:00 p.m. ), three (New York City time3) (i) at least three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on Days before the date of the Borrowing proposed Borrowing, or (ii) in the case of Loans if all an ABR Borrowing, not later than 12:00 noon, New York City time (or such Loans are later time on such Business Day as may be reasonably acceptable to be ABR Loansthe Administrative Agent), one (1) Business day prior to the date of the proposed Borrowing. Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (ia) the aggregate principal amount of the Loans to be made, such Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (c) the Borrowing and Class of such Borrowing; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loansa Eurodollar Borrowing, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the definition of the term “Interest Period”; and (f) the location and number of the account of the Borrower pursuant to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c). If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to Section, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Term Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. (i) The Borrower To request the Term Borrowing, Borrowers shall give deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (not later than 11:00 a.m., New York City time) (i) at least three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loansproposed Borrowing. Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (ia) the aggregate principal amount of the Loans to be made, such Term Borrowing; (iib) the date of the Borrowing and such Term Borrowing, which shall be a Business Day; (iiic) whether such Term Borrowing is to be an ABR Term Borrowing or a Eurodollar Term Borrowing; (d) in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loansa Eurodollar Term Borrowing, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the Borrower pursuant definition of the term “Interest Period”; (e) the location and number of the account of the Borrowers to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (f) that the conditions set forth in Sections 4.01(h), (i) and (j) have been satisfied as of the date of the notice. If no election as to the Type of Term Borrowing is specified, then the requested Term Borrowing shall be a Eurodollar Term Borrowing having an Interest Period as specified in clause (c) of the proviso to the definition of Interest Period. If no Interest Period is specified with respect to the requested Eurodollar Term Borrowing, then Borrowers shall be deemed to have selected an Interest Period as specified in clause (c) of the proviso to the definition of Interest Period. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to Section, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Term Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Term Borrowing.

Borrowing Procedure. To request a Revolving Borrowing (other than a deemed Borrowing pursuant to Section 2.17(e)(ii), as to which this Section 2.03 shall not apply), Borrower shall deliver, by hand delivery, telecopier or electronic mail, a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time) (i) at least , three Business Days’ prior written notice Days before the date of the proposed Borrowing or (ii) in the form case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) the aggregate amount of such Borrowing; (b) the date of such Borrowing, which shall be a Business Day; (c) whether such Borrowing is to be an ABR Borrowing or telephonic notice promptly confirmed a Eurodollar Borrowing; (d) in writing) the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the Borrowing term “Interest Period”; (e) the location (which shall be an account in the United States) and number of Loans if all or any of such Loans Borrower’s account to which funds are to be initially LIBOR Loans, and disbursed; and (iif) prior written notice that the conditions set forth in the form Sections 4.02(b) through (e) have been satisfied as of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing Request. If no election as to the Type of Loans if all such Loans are Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be ABR Loansdeemed to have selected an Interest Period of one month’s duration. Such Promptly following receipt of a Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 heretoaccordance with this Section, as applicable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be an Extended Term Loan Borrowing, a Non-Extended Delayed Draw Term Loan Borrowing, a Non-Extended Funded Term Loan Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. 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, (New York City time)i) in the case of any Eurodollar Borrowing that is comprised of Extended Term Loans, the Borrower shall be deemed to have selected an Interest Period of three months’ duration and (ii) in the case of any other Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the Borrower shall give notify the Administrative Agent at of such request by hand delivery or e-mail to the Administrative Agent’s Office prior to 1:00 p.m. Agent of a Borrowing Request (a) in the case of EurodollarSOFR Borrowing, not later than 2:00 p.m., New York City time) (i) at least , three Business Days’ prior written notice Days before a proposed Borrowing (or such shorter period as may be agreed to by the Administrative Agent) and (b) in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in irrevocable (provided that any such notice may be conditioned on the form effectiveness of Exhibit C-1 or C-2 hereto, as applicable, the Closing Date) and shall specify the following information: (i) the aggregate principal amount of the Loans whether such Borrowing is to be made, a EurodollarSOFR Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans location and wire instructions for the account of the Borrower to which such funds shall consist be delivered (which, for the Borrowing on the Closing Date, may be attached in the form of ABR Loans and/or LIBOR Loans and, a funds flow); (iv) the amount of such Borrowing; and (v) if the Loans are such Borrowing is to include LIBOR Loansbe a EurodollarSOFR Borrowing, the Interest Period with respect thereto; provided that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any EurodollarSOFR Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any Borrowing Request given pursuant to this Section (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Borrowing, Borrower shall deliver, by hand delivery or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 9:00 a.m., New York City time) (i) at least three , on the third Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on Day before the date of the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent, in the case of Loans if all any Borrowing, or the Issuing Bank, in the case of any issuance, amendment, extension or renewal of a Letter of Credit) or (ii) in the case of an ABR Borrowing, not later than 4:00 p.m., New York City time, on the Business Day prior to the proposed Borrowing (or such Loans are time as may be reasonably acceptable to be ABR Loansthe Administrative Agent). Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (ia) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate principal amount of the Loans to be made, such Borrowing; (iic) the date of the Borrowing and such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loansa Eurodollar Borrowing, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) that the conditions set forth in Sections 4.02(b)— (d) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower pursuant shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to 2.03, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give hand deliver or fax to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to case of a Eurodollar Borrowing, not later than 1:00 p.m. (p.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 12:00 noon, New York City time, on the date Business Day of the Borrowing of Loans if all such Loans are to be ABR Loansa proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Term Borrowing, an Incremental Term Borrowing, a Revolving Credit Borrowing or an Incremental Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no election as to the Class of any Borrowing is received, then, to the extent of the available Incremental Revolving Credit Commitments, such Borrowing shall be an Incremental Revolving Credit Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Borrowing, Borrower shall deliver, by hand delivery or telecopy (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City case of a Eurodollar Borrowing, not later than 11:00 a.m., Cincinnati, Ohio time) (i) at least , three Business Days’ prior written notice Days before the date of the proposed Borrowing (except that in the form case of proposed Eurodollar Borrowings on the Closing Date, such Borrowing Request (may be delivered not later than 3:00 p.m., Cincinnati, Ohio time, on the Business Day immediately preceding the Closing Date) or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 9:00 a.m., Cincinnati, Ohio time, on the date of the Borrowing of Loans if all such Loans are to be ABR Loansproposed Borrowing. Such Each Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (ia) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate principal amount of the Loans to be made, such Borrowing; (iic) the date of the Borrowing and such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loansa Eurodollar Borrowing, the initial Interest Period to be initially applicable thereto. Each telephonic notice by ; (f) the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to location and number of Borrower’s account maintained with the Administrative Agent to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) that the conditions set forth in Sections 4.02(b)-(d) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The in accordance with this Section 2.03, the Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (iother than a deemed Borrowing pursuant to Section 2.01(b) The or Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Term Benchmark Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice Days before a proposed Borrowing (or, in the form case of a Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansmade on the Restatement Date, such shorter period prior to the Restatement Date as the Administrative Agent may agree in its sole discretion), and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date day of the Borrowing of Loans if all a proposed Borrowing. Each such Loans are to be ABR Loans. Such telephonic Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall be confirmed promptly by hand delivery, facsimile, or electronic transmission of a “pdf” or similar copy to the Administrative Agent of an executed written Borrowing Request (which shall be signed by a Responsible Officer of the Borrower; provided that, if such Borrowing Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent) and shall specify the following information: (i) the aggregate principal amount of the Loans whether such Borrowing is to be made, a Term Benchmark Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Term Benchmark Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Term Benchmark Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month’s duration. The Administrative Agent shall promptly give advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (iother than a deemed Borrowing pursuant to Section 2.02(f) The as to which this Section 2.03 shall not apply), a Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurocurrency Borrowing denominated in Dollars, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice Days before a proposed Borrowing and (b) in the form case of a Eurocurrency Borrowing Request denominated in a Designated Foreign Currency, not later than 12:00 (or telephonic notice promptly confirmed in writing) of the noon), New York City time, four Business Days before a proposed Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (iic) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery, fax or e-mail delivery to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Borrowing of U.S. Term Loans, European Term Loans, Incremental Term Loans of any other Class, Revolving Loans or Other Revolving Loans and whether such Borrowing is to be a Eurocurrency Borrowing or an ABR Borrowing (or a FBR Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount and currency of such Borrowing; and (v) if such Borrowing is to be a Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, (x) each requested Borrowing shall comply with the requirements set forth in Section 2.02 and (y) no later than 2:00 p.m. (New York City time)Borrowing may be requested to be made on the same day that a prepayment under Section 2.12 of Loans of the same Class and Type the requested Borrowing is scheduled to be made. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be in the case of Borrowing denominated in Dollars, an ABR Borrowing, and, in the case of a Borrowing denominated in a Designated Foreign Currency, a Eurocurrency Borrowing. If no Interest Period with respect to any Eurocurrency Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to case of a Eurodollar Borrowing, not later than 1:00 p.m. (p.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery hand delivery, e-mail or facsimile transmission to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in ‎Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this ‎Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (ia) The In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(g) or a Swing Line Borrowing as to which this Section 2.03(a) shall not apply), the U.S. Borrower (or the Parent Borrower on its behalf) shall give hand deliver, fax or send by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) to the Administrative Agent at a duly completed Borrowing Request (x) in the Administrative Agent’s Office prior to case of a Eurocurrency Borrowing, not later than 1:00 p.m. (New York City timeStandard Time) (i) at least three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iiy) prior written notice in the form case of an ABR Borrowing Request not later than 1:00 p.m. (or telephonic notice promptly confirmed in writingStandard Time) on the date of the Borrowing of Loans if all one Business Day before a proposed Borrowing. Each such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of a Responsible Officer of the form of Exhibit C-1 U.S. Borrower (or C-2 hereto, as applicable, the Parent Borrower on its behalf) and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing being requested is to be madea U.S. Revolving Borrowing or a U.S. Term Borrowing, (ii) whether such Borrowing is to be a Eurocurrency Borrowing or an ABR Borrowing; (iii) the date of such Borrowing (which shall be a Business Day); (iv) the Borrowing number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (v) the amount of such Borrowing; and (iiivi) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are such Borrowing is to include LIBOR Loansbe a Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic If no Interest Period with respect to any Eurocurrency Borrowing is specified in any such notice, then the U.S.Parent Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Applicable Lenders of any notice by the Borrower given pursuant to this Section 2.03(a) must be confirmed promptly by delivery (and the contents thereof), and of each Lender’s portion of the requested Borrowing. (b) In order to the Administrative Agent of request a written Borrowing Request by no later (other than 2:00 p.m. (New York City timea deemed Borrowing pursuant to Section 2.02(g) or a Swing Line Borrowing as to which Section 2.03(b) shall not apply). The Administrative Agent shall promptly give each Lender written notice , a Canadian Borrower (or telephonic the U.S.Parent Borrower on its behalf) shall hand deliver, fax or send by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) to the Canadian Administrative Agent a duly completed Borrowing Request (x) in writingthe case of a B/A Borrowing or a Eurocurrency Borrowing, not later than 1:00 p.m. (Standard Time) of three Business Days before the proposed Borrowing and (y) in the case of Loansa Canadian Prime Rate Borrowing or U.S. Base Rate Borrowing, not later than 1:00 p.m. (Standard Time) one Business Day before the proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of a Responsible Officer of the applicable Canadian Borrower (or the U.S.Parent Borrower on its behalf) and shall specify the following information: (i) in the case of a Canadian Tranche A Revolving Borrowing or a Canadian Tranche B Revolving Borrowing, whether the Borrowing then being requested is to be denominated in Canadian dollars or U.S. dollars; (ii) whether such Borrowing is to be a Canadian Prime Rate Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Eurocurrency Borrowing; (iii) the date of such ▇▇▇▇▇▇’s proportionate share thereof Borrowing (which shall be a Business Day); (iv) the number and location of the other matters covered by the related Borrowing Request. If the Borrower fails account to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans which funds are to be disbursed (which shall be made as ABR Loans.an account that complies with the requirements of Section 2.02(c)); (v) the amount of such Borrowing; and (vi) if such Borrowing is to be a B/A Borrowing or a Eurocurrency Borrowing, the Contract Period or Interest Period, respectively, therefor and (vii) whether such Borrowing is of Canadian Tranche A

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan, an A/C Fronted Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall give hand deliver or fax to the Administrative Agent at a duly completed Borrowing Request (or telephone the Administrative Agent’s Office prior to , promptly confirmed with a written and duly completed Borrowing Request) (a) in the case of a Eurocurrency Borrowing (other than an Alternative Currency Borrowing), not later than 12:00 (noon), Local Time, three Business Days before a proposed Borrowing, (b) in the case of an Alternative Currency Borrowing, not later than 12:00 (noon), Local Time, three Business Days before the date of the proposed Borrowing and (c) in the case of an ABR Borrowing, not later than 1:00 p.m. (p.m., New York City time, one Business Day before a proposed Borrowing. Each Borrowing Request (including a telephonic Borrowing Request) shall be irrevocable, shall be signed by or on behalf of such Borrower and shall specify the following information: (i) at least three Business Days’ prior written notice in the form of whether such Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are is to be initially LIBOR Loansa Term Borrowing, and (ii) prior written notice in the form of a Domestic Revolving Credit Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, and shall specify (i) the aggregate principal amount of the Loans to be madea Multicurrency Revolving Credit Borrowing, (ii) if such Borrowing is to be a Multicurrency Revolving Credit Borrowing, whether such Borrowing is to be a Dollar Borrowing or an Alternative Currency Borrowing; (iii) if such Borrowing is to be denominated in dollars, whether it is to be a Eurocurrency Borrowing or an ABR Borrowing; (iv) the date of such Borrowing (which shall be a Business Day); (v) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (vi) the amount of such Borrowing (which shall be specified in dollars, even if such Borrowing is to be made in an Alternative Currency); (vii) if such Borrowing is to be an Alternative Currency Borrowing, the Alternative Currency of such Borrowing; and (iiiviii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are such Borrowing is to include LIBOR Loansbe a Eurocurrency Borrowing, the initial Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election is made as to whether a Revolving Credit Borrowing is to be initially applicable theretoa Domestic Revolving Credit Borrowing or a Multicurrency Revolving Credit Borrowing, then such Borrowing shall be deemed to be a Domestic Revolving Credit Borrowing if denominated in dollars and a Multicurrency Revolving Credit Borrowing if denominated in an Alternative Currency. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery If no election as to the Administrative Agent currency of Borrowing is specified in any such notice, then the requested Borrowing shall be denominated in dollars. 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 denominated in dollars or a written Eurocurrency Borrowing Request by if denominated in an Alternative Currency. If no later than 2:00 p.m. (New York City time)Interest Period with respect to any Eurocurrency Borrowing is specified in any such notice, then such Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed requested Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by account to which Loans made in connection with the related requested Borrowing Request. If the Borrower fails are to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanswired.

Borrowing Procedure. In order to request a Borrowing (iother than a deemed Borrowing pursuant to Section 2.02(e) The as to which this Section 2.03 shall not apply; a conversion or continuation of a Borrowing pursuant to Section 2.10 or capitalization of any interest constituting Term Loan PIK Interest pursuant to Section 2.06(d), Third Amendment PIK Interest pursuant to Section 2.06(e) or a Borrowing of a Third Amendment Incremental Term Loan), the U.S. Borrower or Cayman Borrower, as applicable, shall give deliver to the Administrative Agent at a written Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice in the form of Days before a proposed Borrowing Request (or telephonic notice promptly confirmed as otherwise agreed by the Administrative Agent in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansits sole discretion), and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 10:00 a.m., New York City time, on the date day of the Borrowing of Loans if all a proposed Borrowing. Each such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in irrevocable (except for Borrowing Requests conditioned on the form occurrence of Exhibit C-1 the Third Restatement Date or C-2 hereto, as applicablethe consummation of any Permitted Acquisition), and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Term Borrowing of Loans made pursuant to Section 2.01(a), an Incremental Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period to with respect thereto (which Interest Period in the case of the Third Amendment Incremental Term Loans shall be initially applicable theretothree (3) months for the life of the Third Amendment Incremental Term Loans); provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery If no election as to the Administrative Agent Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing (unless such Borrowing is a Borrowing of a written Third Amendment Incremental Term Loan, in which case such Borrower shall be a Eurodollar Borrowing). If no Interest Period with respect to any Eurodollar Borrowing Request by no later than 2:00 p.m. (New York City time)is specified in any such notice, then the U.S. Borrower or Cayman Borrower, as applicable, shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the Borrower shall give notify the Administrative Agent at of such request by submitting a written Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date day of a proposed Borrowing; provided that the request for the initial Borrowing of Term Loans if all on the Closing Date may be made not later than the time specified therefor by the Administrative Agent. Each such Loans are to be ABR Loans. Such written Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall be submitted by hand delivery or e-mail to the Administrative Agent and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Term Borrowing or an Incremental Term Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. To request a Borrowing, Borrower shall deliver, by hand delivery or facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to case of a Eurodollar Borrowing, not later than 1:00 p.m. (p.m., New York City time) (i) at least , three Business Days’ prior written notice in Days before the form of Borrowing Request (or telephonic notice promptly confirmed in writing) date of the proposed Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the Borrowing of Loans if all such Loans are to be ABR Loansproposed Borrowing. Such Each Borrowing Request for a Loan shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information: (ia) whether Borrower is requesting an Initial Interim Term Loan Borrowing or a Delayed Draw Interim Term Loan Borrowing; (b) the aggregate principal amount of the Loans to be made, such Borrowing; (iic) the date of the Borrowing and such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loansa Eurodollar Borrowing, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the definition of “Interest Period”; (f) the location and number of Borrower’s account to which funds are to be disbursed; and (g) that the conditions set forth in Sections 4.02(b)-(c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower pursuant shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to 2.03, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the Borrower shall give notify the Administrative Agent at of such request by hand delivery or e-mail to the Administrative Agent’s Office prior to 1:00 p.m. Agent of a Borrowing Request (a) in the case of Eurodollar Borrowing, not later than 2:00 p.m., New York City time) (i) at least , three Business Days’ prior written notice Days before a proposed Borrowing (or such shorter period as may be agreed to by the Administrative Agent) and (b) in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in irrevocable (provided that any such notice may be conditioned on the form effectiveness of Exhibit C-1 or C-2 hereto, as applicable, the Closing Date) and shall specify the following information: (i) the aggregate principal amount of the Loans whether such Borrowing is to be made, a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans location and wire instructions for the account of the Borrower to which such funds shall consist be delivered (which, for the Borrowing on the Closing Date, may be attached in the form of ABR Loans and/or LIBOR Loans and, a funds flow); (iv) the amount of such Borrowing; and (v) if the Loans are such Borrowing is to include LIBOR Loansbe a Eurodollar Borrowing, the Interest Period with respect thereto; provided that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any Borrowing Request given pursuant to this Section (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give hand deliver or fax to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be an ABR LoansBorrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day), (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be an Extended Term Borrowing, a Non-Extended Delayed Draw Term Borrowing, a Non-Extended Funded Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the applicable Borrower shall give hand deliver or telecopy to the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) (i) at least three Business Days’ prior written notice in the form of a duly completed Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 C (a) in the case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing; provided, however, that Borrowing Requests with respect to 34 27 Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or C-2 hereto, as applicable, on behalf of the applicable Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be made, a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day), (iii) whether the Loans shall consist amount of ABR Loans and/or LIBOR Loans andsuch Borrowing, (iv) if the Loans are such Borrowing is to include LIBOR Loansbe a Eurodollar Borrowing, the Interest Period with respect thereto and (v) whether such Borrowing is to be initially applicable theretoa Revolving Credit Borrowing or an Interim Standby Borrowing; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery If no election as to the Administrative Agent Type of a written Borrowing Request by is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no later than 2:00 p.m. (New York City time)Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly give (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Requestrequested Borrowing. If the applicable Borrower fails shall not have delivered a Borrowing Request in accordance with this Section 2.03 prior to specify whether the end of the Interest Period then in effect for any Loans shall consist of ABR Loans or LIBOR Loans in the Revolving Credit Borrowing Requestrequesting that such Borrowing be refinanced, then such Borrower shall (unless such Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be an ABR Borrowing. If the applicable Loans Borrower shall not have delivered a Borrowing Request in accordance with this Section 2.03 prior to the end of the Interest Period then in effect for any Interim Standby Borrowing requesting that such Borrowing by refinanced, then such Borrower shall (unless such Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) to deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be made as an ABR LoansBorrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give hand deliver or telecopy to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. (New York City case of a Eurodollar Borrowing, not later than 9:00 a.m., California time) (i) , at least three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be an ABR LoansBorrowing, not later than 10:00 a.m., California time, one Business Day before a proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; provided that until the aggregate principal amount Arranger shall have notified the Borrower that the primary syndication of the Loans Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 180 days after the Closing Date), the Borrower shall only be permitted to be maderequest (x) ABR Borrowings or (y) Eurodollar Borrowings with an Interest Period of seven days, unless otherwise agreed to by the Administrative Agent; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration, except as set forth above. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof) and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. After the Closing Date, in order to request a Borrowing under the Revolving Loans (iother than a deemed Borrowing pursuant to Section 2.02(f) The hereof, as to which this Section 2.03 shall not apply), the Borrower shall give hand deliver or telecopy to the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) (i) at least three Business Days’ prior written notice in the form of a duly completed Borrowing Request (or telephonic notice promptly confirmed a) in writing) the case of a Eurodollar Borrowing, not later than 11:00 a.m., Dallas, Texas time, three Business Days before a proposed Borrowing under the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Revolving Loans, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 10:00 a.m., Dallas, Texas on the date (which shall be a Business Day) of a proposed Borrowing under the Borrowing of Loans if all such Loans are to be ABR Revolving Loans. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount of Borrowing under the Revolving Loans then being requested is to be made, a Eurodollar Borrowing or an ABR Borrowing (it being understood that the Borrowing under the Revolving Loans on the Closing Date shall be an ABR Borrowing); (ii) the date of such Borrowing under the Borrowing and Revolving Loans (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR be disbursed; (iv) the amount of such Borrowing under the Revolving Loans; (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto and (vi) so long as Section 6.10 hereof is still in effect, that the attached Compliance Certificate demonstrates no Default or Event of Default after giving effect to such Borrowing. If no election as to the Type of Borrowing under the Revolving Loans is specified in any such notice, then the requested Borrowing under the Revolving Loans shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give advise the Lenders of any notice given pursuant to this Section 2.03 hereof (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed requested Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of under the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Revolving Loans.

Borrowing Procedure. (i) The In order to request a Borrowing, the Lead Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice Days (or, in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) case of the Borrowing of Term B-1 Loans if all or any of such Loans are to be initially LIBOR Loansborrowed on the Amendment No. 2 Effective Date or the Amendment No. 3 Effective Date, such later time as may be agreed by the Administrative Agent) before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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 Lead Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (iother than a Swingline Loan, a deemed Borrowing pursuant to Section 2.02(f) The or a Mandatory Borrowing pursuant to Section 2.22(e), in each case, as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon). New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request an ABR Borrowing, not later than 12:00 (or noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 90 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)election as to the Type of Borrowing is specified in any such Borrowing Request, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such Borrowing Request, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give deliver or telecopy to the Administrative Agent at a duly completed Borrowing Request (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be an ABR LoansBorrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day), (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be initially applicable theretoan ABR Borrowing. Each telephonic notice by If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date day of a proposed Borrowing; provided that the request for the initial Borrowing of Term Loans if all on the Closing Date may be made not later than the time specified therefor by the Administrative Agent. Each such Loans are to be ABR Loans. Such telephonic Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The Borrower other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall give not apply and other than any Borrowing to be made on the Closing Date, in respect of which the related Borrowing Request must be hand delivered or faxed to the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (or made by telephone promptly followed by hand delivery or fax of a duly completed Borrowing Request) not later than 12:00 (noon), New York City time) (i) at least three , one Business Days’ Day prior written notice in to the form Closing Date, regardless of whether any such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing), the Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (or telephonic notice shall make such request by telephone promptly confirmed followed by the hand delivery or fax of a duly completed Borrowing Request) (a) in writing) the case of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loansa Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be an ABR LoansBorrowing, not later than 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Such Each Borrowing Request shall be substantially in irrevocable, shall be signed by or on behalf of the form of Exhibit C-1 or C-2 hereto, as applicable, Borrower and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto (which, in the case of any Eurodollar Borrowing to be initially applicable theretomade on the Closing Date, shall be an Interest Period of one month); provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. Each telephonic notice by 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 pursuant shall be deemed to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month's duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender's portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. To request a Borrowing, Borrower shall deliver, by hand delivery or facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office prior to case of a Eurodollar Borrowing, not later than 1:00 p.m. (p.m., New York City time) (i) at least , three Business Days’ prior written notice in Days before the form of Borrowing Request (or telephonic notice promptly confirmed in writing) date of the proposed Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the Borrowing of Loans if all such Loans are to be ABR Loansproposed Borrowing. Such Each Borrowing Request for a Loan shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information: (ia) the aggregate principal amount of the Loans to be made, such Borrowing; (iib) the date of the Borrowing and such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loansa Eurodollar Borrowing, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the definition of “Interest Period”; (e) the location and number of Borrower’s account to which funds are to be disbursed; and (f) that the conditions set forth in Sections 4.02(b)-(d) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower pursuant shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to 2.03, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loanspart of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (i) The other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to 1:00 p.m. (case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period other than one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. In order to request a Borrowing (iother than a deemed Borrowing pursuant to Section 2.02(f) The or a Borrowing of Swing Line Loans under Section 2.23 as to which this Section 2.03 shall not apply), the Administrative Borrower shall give notify the Administrative Agent at of such request (a) in the Administrative Agent’s Office prior to case of a Term SOFR Borrowing, not later than 1:00 p.m. (p.m, New York City time, three (3) Business Days before a proposed Borrowing, and (ib) at least three in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the Business Days’ Day prior written notice to the requested date of a proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be in the form of a written Borrowing Request (delivered by hand or telephonic notice promptly confirmed in writing) of fax to the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Loans if all such Loans are to be ABR Loans. Such Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, Administrative Agent and shall specify the following information: (i) whether the aggregate principal amount of the Loans Borrowing then being requested is to be madea Revolving Credit Borrowing, a 2023 Incremental Term Loan Borrowing, a Refinancing Revolving Loan Borrowing, a Refinancing Term Loan Borrowing or an Incremental Borrowing, and whether such Borrowing is to be a Term SOFR Borrowing or an ABR Borrowing; (ii) the date of the such Borrowing and (which shall be a Business Day); (iii) whether the Loans shall consist number and location of ABR Loans and/or LIBOR Loans and, if the Loans account to which funds are to include LIBOR Loansbe disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Term SOFR Borrowing, the Interest Period to be initially applicable with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery 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 Term SOFR Borrowing is specified in any such notice, then the Administrative Agent Borrower shall be deemed to have selected an Interest Period of a written Borrowing Request by no later than 2:00 p.m. (New York City time)one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (i) The In order to request a Borrowing, the Borrower shall give notify the Administrative Agent at of such request by telephone (a) in the Administrative Agent’s Office prior to case of a Eurodollar Borrowing, not later than 1:00 p.m. (p.m., New York City time) (i) at least , three Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR LoansDays before a proposed Borrowing, and (iib) prior written notice in the form case of Borrowing Request (or telephonic notice promptly confirmed in writing) an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date same Business Day of a proposed Borrowing or such other prior notice reasonably acceptable to the Borrowing of Loans if all Administrative Agent. Each such Loans are to be ABR Loans. Such telephonic Borrowing Request shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicableirrevocable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request by and shall specify the following information: (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) that as of the date of such Borrowing, the conditions set forth in Section 4.02 are satisfied; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no later than 2:00 p.m. (New York City time)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. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s portion of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as ABR Loansrequested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing, the Administrative Borrower shall deliver, by hand delivery, email through a “pdf” copy or telecopier, or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Agent), a duly completed and executed Borrowing Request to the Agent (i) The Borrower shall give in the Administrative Agent at the Administrative Agent’s Office case of a Eurodollar Borrowing, prior to 1:00 p.m. (p.m., New York City time) (i) at least three , on the third Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) on Day before the date of the proposed Borrowing or (ii) in the case of Loans if all such Loans are an ABR Borrowing, prior to be ABR Loans1:00 p.m., New York City time, one Business Day prior to the proposed Borrowing. Such Each Borrowing Request for a Revolving Loan shall be substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, irrevocable and shall specify the following information in compliance with Section 2.02: (i) the aggregate principal amount of such Borrowing, which shall comply with the Loans to be made, requirements of Section 2.02(a); (ii) the date of the Borrowing and such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (iv) in the Loans shall consist case of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loansa Eurodollar Borrowing, the initial Interest Period to be initially applicable thereto. Each telephonic notice , which shall be a period contemplated by the definition of the term “Interest Period”; (v) the location and number of the respective Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vi) that the conditions set forth in Sections 4.02(b) - (d) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower pursuant shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a) must be confirmed promptly by delivery to 2.03, the Administrative Agent of a written Borrowing Request by no later than 2:00 p.m. (New York City time). The Administrative Agent shall promptly give advise each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such ▇▇▇▇▇▇’s proportionate share details thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails amount of such Lender’s Revolving Loan to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Loans shall be made as part of the requested Borrowing. Additionally, any amount required to be paid as interest, fees, charges, costs and expenses payable or reimbursable by any Borrower hereunder, or other Obligations under this Agreement or any other Loan Document, at the election of the Agent and upon notice to the Administrative Borrower, shall be deemed a request by the Borrowers for an ABR LoansBorrowing as of the date such payment is due, in the amount required to pay in full or in part such interest, fee, charge or other Obligation under this Agreement or any other Loan Document (notwithstanding such amount may not comply with the minimum borrowing amount required under Section 2.02) and such deemed request shall be irrevocable. (b) Each Co-Borrower hereby irrevocably appoints and constitutes the Administrative Borrower as its agent to request and receive Loans and Letters of Credit pursuant to this Agreement in the name or on behalf of such Co-Borrower. The Agent and the Lenders may disburse the Loans to such bank account of the Administrative Borrower or a Co-Borrower or otherwise make such Loans to a Borrower and provide such Letters of Credit to a Borrower as the Administrative Borrower may designate or direct, without notice to any other Borrower or Guarantor. The Administrative Borrower hereby accepts the appointment by the Co-Borrowers to act as the agent of the Co-Borrowers and agrees to ensure that the disbursement of any Loans to a Borrower requested by or paid to or for the account of such Borrower, or the issuance of any Letter of Credit for a Borrower hereunder, shall be paid to or for the account of such Borrower. Each Co-Borrower hereby irrevocably appoints and constitutes the Administrative Borrower as its agent to receive statements on account and all other notices from the Agent and the Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents. Any notice, election, representation, warranty, agreement or undertaking made on behalf of any other Borrower by the Administrative Borrower shall be deemed for all purposes to have been made by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made directly by such Borrower. (c) The Administrative Borrower operates a centralized cash management system for the Borrowers and their Subsidiaries, including the maintenance of appropriate records to determine the amount of intercompany accounts owing among the Loan Parties and their Subsidiaries. All Loans or Letters of Credit requested by the Administrative Borrower for ultimate use by the Loan Parties (or for the benefit of their Subsidiaries) may be drawn or obtained in the name of the Administrative Borrower or the name of a Co-Borrower designated by the Administrative Borrower. Upon request, the Administrative Borrower shall promptly confirm for the Agent that each Loan or Letter of Credit has been issued in the name of the appropriate Borrower (and, if applicable, for the benefit of any of their Subsidiaries) and, in the event of any error, the respective records shall be adjusted without prejudice to the rights of the Agent or the Lenders.