Common use of Borrowing Procedure Clause in Contracts

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., 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, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 applicable Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., 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, on the Business Day day of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 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 applicable Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Term Loan Borrowing (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)Revolving Credit Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, such request by telephone not later than 1:00 12:00 p.m., New York City time, three Business Days before a proposed Borrowing, Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and (b) in the case of an ABR Borrowing, not no later than 12:00 noonp.m., New York City time, on the Business Day before the date of a proposed BorrowingBorrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, e-mail or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (ia) whether the Borrowing then being requested is to be a Tranche A Borrowing of Term BorrowingLoans, a Tranche B Term BorrowingRevolving Credit Loans, an Incremental Term Borrowing Loans or a Incremental Revolving Credit BorrowingLoans (provided that, and whether such Borrowing is the Borrower shall not be permitted to be request a Eurodollar Borrowing or with an ABR Borrowing Interest Period in excess of one month until the earlier of (provided that until x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001practicable) and (y) the Borrower shall not be permitted to request a Eurodollar Borrowingdate that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (iib) the date of such Borrowing (which shall be a Business Day); (iiic) 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))disbursed; (ivd) the amount of such BorrowingBorrowing (stated in the Available Currency); and (ve) if whether the Loans being made pursuant to such Borrowing is Borrowings are to be a initially maintained as ABR Loans or Eurodollar BorrowingLoans and, if Eurodollar Loans, 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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. (a) In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Competitive Loan, as to which this Section 2.03 2.04 shall not apply), the applicable Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request in a form approved by the Administrative Agent (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., 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 noon10:00 a.m., New York City time, on the Business Day day of a proposed such 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 on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 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 (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 2.04 (and the contents thereof), and of each Lender's portion of the requested Borrowing. (b) If the applicable Borrower shall not have delivered a Borrowing Request in accordance with this Section 2.04 prior to the end of the Interest Period then in effect for any Revolving Credit Borrowing and requesting 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.

Borrowing Procedure. In order to request (i) Each Borrowing shall be in a Borrowing (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 hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) minimum amount of $5,000,000 in the case of a Eurodollar BorrowingBorrowing of Eurocurrency Loans, not later than 1:00 p.m.or $1,000,000, New York City time, three Business Days before a proposed Borrowing, and (b) in the case of a Borrowing of ABR Loans, or in each case an ABR Borrowingintegral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative Agent not later than 12:00 noon, 11:00 a.m. (New York City time, ) on the third Business Day (or, with respect to Interest Periods other than one, two, three or six months, fourth Business Day) prior to the date of such Borrowing in the case of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by consisting of Eurocurrency Loans or not later than 11:00 a.m. (New York time) on behalf the date of such Borrowing in the Borrower and shall specify the following information: (i) whether the case of a Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowingconsisting of ABR 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 and Loans has been completed (which give each Lender prompt notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); thereof. (ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the requested (1) date of such Borrowing (which shall be a Business Day); , (iii2) the number and location Type of the account to which funds are to be disbursed Loans comprising such Borrowing, (which shall be an account that complies with the requirements of Section 2.02(c)); (iv3) the aggregate amount of such Borrowing; , stated in Dollars, and the Currency thereof and (4) in the case of a Borrowing of Eurocurrency Loans, initial Interest Period for such Loans. (iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. (iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of such Borrower as the Administrative Agent and such Borrower may agree. (v) if such Borrowing is If the requesting Borrower fails to be specify 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 Loan in any such noticea Notice of Borrowing, then the requested Borrowing applicable Loans shall be an made as ABR BorrowingLoans. If no Interest Period the requesting Borrower fails to provide a timely notice of Conversion or Continuation with respect to any Eurodollar a Borrowing is specified in any such noticeof Eurocurrency Loans, then the such Borrower shall be deemed to have selected requested a Continuation with respect thereto with an Interest Period of one month's duration. The Administrative Agent If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation of Eurocurrency Loans in any such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified such Loans in Dollars. (vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowingnot be more than 15 Interest Periods in effect.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or Loan, a deemed Borrowing pursuant to Section 2.02(f) or a Mandatory Borrowing pursuant to Section 2.22(f), in each case, as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing 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 (which shall be an account that complies with the requirements of Section 2.02(c))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, 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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion ’s Pro Rata Percentage of the requested Borrowing.

Borrowing Procedure. In order to (a) To request a Revolving Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(fTerm Borrowing, the Administrative Borrower shall deliver a written request (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 Administrative Agent)), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three on the third Business Days Day before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the one Business Day of a prior to the proposed Borrowing. Each Borrowing Request for a Revolving Loan or a Term Loan shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested is to be a Tranche A Term aggregate principal amount of such Borrowing, a Tranche B 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 which shall comply with the Administrative Agent shall have notified the Borrower that the primary syndication requirements of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingSection 2.02(a); ; (ii) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (iv) in the number and location 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” contained herein; (v) the location and number of the respective Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); ; (ivvi) that the amount of such Borrowing; conditions set forth in Sections 4.02(b) and (vc) if such are satisfied as of the date of the notice; and (vii) whether the requested Borrowing is to be a Eurodollar Revolving Borrowing or a Term 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 noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each applicable Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing. (b) The Co-Borrower hereby irrevocably appoints 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 the Co-Borrower. The Administrative Agent and the Lenders may disburse the Loans to such bank account of the Administrative Borrower or the 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 the other Borrower or any Guarantor. The Administrative Borrower hereby accepts the appointment by the Co-Borrower to act as the agent of the Co-Borrower 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. The Co-Borrower hereby irrevocably appoints and constitutes the Administrative Borrower as its agent to receive statements on account and all other notices from the Agents 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 the Co-Borrower by the Administrative Borrower shall be deemed for all purposes to have been made by the Co-Borrower, as the case may be, and shall be binding upon and enforceable against the Co-Borrower to the same extent as if made directly by the Co-Borrower. (c) All Loans or Letters of Credit requested by the Administrative Borrower for ultimate use by the Loan Parties may be drawn or obtained in the name of the Administrative Borrower or the name of the Co-Borrower. Upon request, the Administrative Borrower shall promptly confirm for the Administrative Agent that each Loan or Letter of Credit has been issued in the name of the appropriate Borrower and, in the event of any error, the respective records shall be adjusted without prejudice to the rights of the Agents or the Lenders.

Borrowing Procedure. In order to To request a Revolving Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Term Borrowing, as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery or fax telecopier, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon9:00 a.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Tranche A Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); ; (iie) in the date case of such Borrowing (a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term "Interest Period"; (iiif) the location and number and location of the Borrower's account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivg) that 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 conditions set forth in Section 2.02Sections 4.02(b)-(c) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f) or 2.02(g), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy (with receipt confirmed telephonically) to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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 noon11:00 a.m., New York City time, on the same Business Day of a as the proposed BorrowingBorrowing is to be made. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Tender Facility Borrowing, a Tranche B Term Facility Borrowing, an Incremental Term a Pre-Merger Revolving Facility Borrowing or a Post-Merger Revolving Credit Facility 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 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 (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 the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing (other than including in respect of a Swingline Loan or a deemed Borrowing pursuant of the Term Loans to Section 2.02(fbe made hereunder), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy) or by delivering a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 2:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon2:00 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 an LC Disbursement as contemplated by Section 2.17(e) may be given not later than 11:00 a.m., New York City time, on the Business Day date of a the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed not later than 3:00 p.m., New York City time, on such Business Day by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request substantially in the form of Exhibit C and signed by or on behalf of the Borrower Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested is to aggregate amount of such Borrowing; (b) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (c) 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); ; (iid) in the date case of such Borrowing (a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day)period contemplated by the definition of the term “Interest Period”; and (iiie) the location and number and location of the Borrower’s account to which funds are to be disbursed (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 of Section 2.02. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request in writing or by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Term Borrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing and (c) in the case of an ABR Revolving Borrowing, 10:00 a.m., New York City time, on the Business Day day of a proposed Borrowing. Each Borrowing Request such notice shall be irrevocable, and any telephonic notice shall be signed confirmed promptly by or on behalf delivery of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Class of such 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))disbursed; (iv) the amount of such Borrowing; Borrowing and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, 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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion ’s pro rata share of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Revolving Borrowing, as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (aconfirmed by telecopy or e-mail no later than one Business Day following such request, which, in the case of e-mail confirmation, shall be sent to each e-mail address set forth on Schedule ML attached hereto or at such other e-mail addresses as the Administrative Agent designates in writing) (i) in the case of a Eurodollar Revolving Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing, and (b) Borrowing or in the case of an ABR Borrowing, Borrowing (other than Swingline Loans) not later than 12:00 noon1:00 p.m., New York City time, on the Business Day of a the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall 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 or on behalf of the Borrower Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Revolving Borrowing or a Revolving Credit Swingline Loan; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, and which shall be a Business Day; (d) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing or a Eurodollar Revolving Borrowing; (provided e) in the case of a Eurodollar Revolving 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 on which the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); and (ii) the date of such Borrowing (which is 180 days after the Original Closing Date, the Interest Period shall be a Business Day); one month; (iiif) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c))2.02; and (ivg) that 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 conditions set forth in Section 2.024.02 (b)-(e) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration’s duration (subject to the proviso in clause (e) above). The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise notify Collateral Agent of the applicable Lenders borrowing Request, confirm with Collateral Agent that the funding of any notice given pursuant to such Borrowing Request is in conformity with this Section 2.03 (and advise each Lender of the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.2(f), as to which this Section 2.03 2.3 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent (or give telephonic notice promptly confirmed by written notice) a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City timeLocal 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, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A US$ Term Loan Borrowing, a Tranche B Euro Term Loan Borrowing, an Incremental Term Loan Borrowing or a Revolving Credit Borrowing, whether such Borrowing is denominated in Dollars or an Alternative Currency, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided provided, that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans Commitment has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 7 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing for any Loans denominated in US Dollars); (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))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 2.022.2. If no election as to the Type of Borrowing is specified in any such notice, then (a) if such Borrowing is denominated in US Dollars, the requested Borrowing shall be an ABR Borrowing and (b) if such Borrowing is denominated in an Alternative Currency, 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.3 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request in the form of Exhibit A (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed such Borrowing, and (bii) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, one Business Day before such Borrowing, and (iii) in the case of the initial Borrowing, not later than 3:00 p.m., New York City time, on the Business Day day of a proposed such Borrowing. Each Borrowing Request Such notice shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall in each case specify the following information: (iA) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 Borrowing, (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iiB) 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 thereof, (vC) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, howeverwhich shall not end after the Maturity Date, thatand (D) the location and number of the Borrower's account to which funds are to be disbursed, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements set forth in Section 2.02of this Agreement. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be deemed 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 durationduration (subject to the limitations set forth in the definition of "Interest Period"). If the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. Notwithstanding any other provision of this Agreement to the contrary, no Borrowing shall be requested if the Interest Period with respect thereto would end after the Maturity Date. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 a Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar BorrowingTerm SOFR Borrowing denominated in Dollars, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of a Eurocurrency Borrowing denominated in a Designated Foreign Currency, not later than 12:00 (noon), New York City time, four Business Days before a proposed Borrowing and (c) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be signed confirmed promptly by hand delivery, fax or on behalf e-mail delivery to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Borrowing of Tranche A B-1 U.S. Term BorrowingLoans, a Tranche B B-2 U.S. Term BorrowingLoans, an Tranche B-3 U.S. Term Loans, European Term Loans, Incremental Term Borrowing Loans of any other Class, Revolving Loans or a Other Revolving Credit Borrowing, Loans and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing, a Term SOFR Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount and currency of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing or a Term SOFR 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 2.022.02 and (y) no 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 Eurodollar Eurocurrency Borrowing or Term SOFR Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, e-mail or on behalf facsimile transmission to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing 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 (which shall be an account that complies with the requirements of Section 2.02(c))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order (i) Upon delivery of a notice of borrowing, substantially in the form attached as Exhibit A (a “Notice of Borrowing”) to request a the Lender at least three Business Days in advance of the Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant Date and in reliance upon the respective representations, warranties and covenants of the Parties contained in this Agreement, and subject to Section 2.02(f), as to which satisfaction of the applicable conditions set forth in Article II of this Section 2.03 shall not apply)Agreement, the Borrower Lender shall hand deliver or fax make available to the Administrative Agent a duly Borrowers by wire transfer of immediately available funds to the account designated by the Borrowers on Schedule 1.1(b) of this Agreement. Each such Notice of Borrowing shall be irrevocable and shall be appropriately completed Borrowing Request to specify the aggregate principal amount of the Loan to be incurred. (aii) The Loans shall be evidenced by the Secured Promissory Note, substantially in the form of Exhibit B (the “Secured Promissory Note”). Each Loan shall bear interest in accordance with the appropriate provisions of this Agreement and be governed by the terms and conditions of this Agreement and the Secured Promissory Note. (iii) The Secured Promissory Note and each Loan evidenced by it shall be the legal, valid and binding, joint and several obligation of the Borrowers and shall be enforceable against each Borrower in accordance with its terms. If the Secured Promissory Note is mutilated, lost, stolen or destroyed, then (i) upon receipt by the Borrowers of evidence reasonably satisfactory to them of the ownership of and the mutilation, loss, theft or destruction of the Secured Promissory Note and (ii)(A) in the case of a Eurodollar Borrowingloss, not later than 1:00 p.m.theft or destruction, New York City timereceipt of indemnity reasonably satisfactory to it, three Business Days before a proposed Borrowing, and or (bB) in the case of an ABR Borrowingmutilation, not later than 12:00 noonupon surrender and cancellation thereof, New York City time, on the Business Day of Borrowers shall issue a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf new Secured Promissory Note of the same date, maturity and denomination as the Secured Promissory Note so mutilated, lost, stolen or destroyed, together with an officer’s certificate of each Borrower certifying and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 election warranting as to the Type due authorization, execution and delivery 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowingnew Secured Promissory Note.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., 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 noon11:00 a.m., New York City time, on the Business Day day of a proposed BorrowingBorrowing (or, with respect to the Borrowing of Term Loans of any Type on the Restatement Date, such shorter notice as is reasonably acceptable to the Administrative Agent). Each Borrowing Request shall be irrevocableirrevocable (other than any Borrowing Request with respect to the Borrowing of Term Loans on the Restatement Date), shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 applicable Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Fixed Rate Borrowing, not later than 1:00 p.m., New York City timeLocal Time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR a Daily Rate Borrowing, not later than 12:00 noon, New York City timeLocal Time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the currency and Class of such Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Fixed Rate Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Daily Rate 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 Fixed Rate Borrowing, the Interest Period or Contract 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 an ABR a Daily Rate Borrowing if denominated in dollars or Canadian Dollars, and a Fixed Rate Borrowing with a one-month Interest Period or Contract Period otherwise. If no election as to the Class of any Revolving Credit Borrowing by the U.S. Borrower is received, then, to the extent of the available Domestic Revolving Credit Commitments, such Borrowing shall be a Domestic Revolving Credit Borrowing. If no Interest Period or Contract Period with respect to any Eurodollar Fixed Rate Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Revolving Borrowing (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)Term Borrowing, the Borrower shall deliver, by hand deliver delivery or fax 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 Request for Credit Extension to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a the date of the proposed BorrowingBorrowing (or, and in the case of the initial extension of credit on the Closing Date, one Business Day before) or (bii) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request for Credit Extension for a Revolving Loan or a Term Loan shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following informationinformation in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Tranche A Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iie) in the date case of such Borrowing (a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day)period contemplated by the definition of “Interest Period”; (iiif) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (vg) if such Borrowing is and to be a Eurodollar Borrowingthe extent required under Section 4.01, that 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 conditions set forth in clauses (a) and (b) of Section 2.024.01 are satisfied as of the date of the notice. 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 requested Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Request for Credit Extension in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 notify the Administrative Agent by telephone (promptly confirmed by fax) or shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))disbursed; (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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to in accordance with this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing (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)Revolving Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telecopy or electronic transmission (aif arrangements for doing so have been approved by the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (promptly confirmed by telecopy) (i) in the case of a Borrowing of Eurodollar BorrowingRate Loans, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowinga Borrowing of Base Rate Loans (other than Swingline Loans), not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a the proposed Borrowing. Each such telephonic Notice of Borrowing Request shall be irrevocable, subject to Sections 2.09 and 3.01, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Notice of Borrowing in a form approved by the Administrative Agent and signed by or on behalf the Borrower. Each such telephonic and written Notice of the Borrower and Borrowing shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested is to aggregate amount of such Borrowing; (b) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (c) whether such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of Eurodollar Rate Loans; (d) in the case of a Borrowing or an ABR Borrowing (provided that until of Eurodollar Rate Loans, the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall initial Interest Period to be given as promptly as practicable andapplicable thereto, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiie) the location and number and location of the account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c))2.02; and (ivf) that 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 conditions set forth in Section 2.024.01 or Section 4.02, as applicable, are satisfied or waived as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowinga Borrowing of Base Rate Loans. If no Interest Period is specified with respect to any requested Borrowing of Eurodollar Borrowing is specified in any such noticeRate Loans, then the Borrower shall be deemed to have selected an Interest Period of one month's duration’s duration (subject to the proviso in clause (d) above). The Promptly following receipt of a Notice of Borrowing in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Revolving Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.2(f), as to which this Section 2.03 2.3 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent (or give telephonic notice promptly confirmed by written notice) a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City timeTime, 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, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 provided, that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans Commitment has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 7 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar 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))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 2.022.2. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.3 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Revolving Borrowing (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)Term Borrowing, the applicable Borrower shall deliver, by hand deliver delivery or fax telecopy, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with SECTION 2.02: (ia) whether the requested Borrowing then being requested is to be a Tranche A Borrowing of Revolving Loans, U.S. Term Loans or Canadian Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing or a Eurodollar Borrowing; (provided 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 Administrative earlier of (x) the date on which the Syndication Agent shall have notified the U.S. Borrower that a Successful Syndication has been achieved and (y) 60 days after the primary syndication Closing Date, the Interest Period shall be seven days; (f) the location and number of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the applicable Borrower's account to which funds are to be disbursed (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 of SECTION 2.02(c); and (g) that the conditions set forth in Section 2.02SECTIONS 4.02(b) THROUGH (d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month's durationduration (subject to the proviso in clause (e) above). The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of Exhibit B (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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, on the one Business Day of 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 on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit BorrowingBorrowing (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 (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) in the case of a Borrowing the proceeds of which are to be 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 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 (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 the contents thereof), and of each Lender's portion of the requested Borrowing. If the 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 Revolving Credit Borrowing requesting that such Borrowing be refinanced, then the 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 an ABR Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., 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 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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, on the Business Day of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 initial Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day day of a the proposed Borrowing. Each The Borrowing Request shall be irrevocable, shall be signed confirmed promptly by hand delivery or on behalf telecopy to the Administrative Agent of a written Borrowing Request substantially in the Borrower 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 Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 the 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 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.23(e), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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, on the Business Day day of a the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Funding Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing 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 (which shall be an account that complies with the requirements of Section 2.02(c))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request (a) in the case of a Eurodollar BorrowingLoans, not later than 1:00 p.m.12:00 noon, New York City time, three Business Days before a the proposed Borrowing, Borrowing Date and (b) in the case of an ABR BorrowingBase Rate Loans, not later than 12:00 noon, New York City time, on the Business Day of a proposed BorrowingBorrowing Date. Each such Borrowing Request shall be irrevocable, irrevocable and shall be signed confirmed promptly by hand delivery or on behalf fax (or, if agreed by the Administrative Agent, by other electronic transmission) to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Loan Borrowing, an Incremental Term Loan Borrowing or a Revolving Credit Loan Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR a Base Rate Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing 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 (which shall be an account that complies with the requirements of Section 2.02(c))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 Loans comprising any Borrowing shall comply with be in an aggregate principal amount that is (1) (A) in the requirements set forth case of Base Rate Loans, $1,000,000 or a whole multiple of $250,000 in Section 2.02excess 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 election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR 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 one month's three months’ duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 4.01 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing. Each applicable Lender will make the amount of its pro rata share of each Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such Borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower specified in the applicable Borrowing Request with the aggregate of the amounts made available to the Administrative Agent by the applicable Lenders and in like funds as received by the Administrative Agent.

Borrowing Procedure. In order to To request a Credit Extension, Borrowers shall deliver, by facsimile, a duly completed and executed Borrowing (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 hand deliver or fax Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day before the date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Class of Loans requested; (b) the aggregate amount of such Borrowing then being requested is to of each Class; (c) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); ; (iie) in the date case of such Borrowing (a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiif) the location and number and location of the Borrowers’ account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivg) that 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 conditions set forth in Section 2.02Sections 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 in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the Borrower Borrowers shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of Exhibit B (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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, on the one Business Day of 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 on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) in the case of a Borrowing the proceeds of which are to be 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 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 (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 the contents thereof), and of each Lender's portion of the requested Borrowing. If the 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 Revolving Credit Borrowing requesting that such Borrowing be refinanced, then the 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 an ABR Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., 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 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed BorrowingBorrowing or, in the case of any Eurodollar Borrowing to be made on the Restatement Date, not later than 12:00 (noon) New York City time, one Business Day prior to the Restatement Date, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day requested date of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocableirrevocable (provided that, any telephonic notification or Borrowing Request in respect of a Borrowing to be made on the Restatement Date may be revoked and/or extended by not more than 5 Business Days pending satisfaction of the conditions set out in Article IV), and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))disbursed; (iv) the amount of such Borrowing; and (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 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 ’s duration. If no currency with respect to a Borrowing is specified, the currency shall be in Dollars. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) By delivering a Borrowing Request to the Agent on or before 10:00 a.m. (Chicago time) on a Business Day, the Borrowers may from time to time irrevocably request, on not less than three (3) nor more than five (5) Business Days' notice, or, in the case of a Eurodollar Base Rate Borrowing, not later than 1:00 p.m.one (1) Business Day's notice, New York City timethat a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, three Business Days before a proposed Borrowing, and (b) or in the case unused amount of an ABR Borrowingthe applicable Commitment. On the terms and subject to the conditions of this Agreement, not later than 12:00 noon, New York City time, each Borrowing shall be made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the Agent same day funds in an amount equal to such Lender's Percentage of a proposed the requested Borrowing. Each Such deposit will be made to an account which the Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request Request. No Lender's obligation to make any Loan shall be irrevocableaffected by any other Lender's failure to make any Loan. (b) Each Lender may, shall be signed if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or on behalf of the Borrower and shall specify the following information: Affiliates (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on international banking facility created by such Lender) to make or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of maintain 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 theretoLIBO Rate Loan; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing that such LIBO Rate Loan 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 an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall nonetheless be deemed to have selected an Interest Period been made and to be held by such Lender, and the obligation of one month's durationthe Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. The Administrative Agent shall promptly advise In addition, the applicable Lenders Borrowers hereby consent and agree that, for purposes of any notice given pursuant determination to this be made for purposes of Section 2.03 (and the contents thereof)5.1, and of 5.2, 5.3 or 5.4, it shall be conclusively assumed that each LenderLender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's portion of the requested Borrowinginterbank eurodollar market.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., 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 noon11:00 a.m., New York City time, on the Business Day of a same day as the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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, however, that, unless the Required Lenders otherwise agree, no Eurodollar Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on requested or prior to July 27, 2001) the Borrower shall not be permitted to request made if a Eurodollar Borrowing)Default or Event of Default has occurred and is continuing; (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 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to of Swing Line Loans under Section 2.02(f), 2.22 as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three (3) 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, on the Business Day prior to the requested date of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing 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 (which shall be an account that complies with the requirements of Section 2.02(c))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 a Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., 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, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Refinancing Revolving Facility Borrowing or a an Additional Revolving Credit Borrowing, Facility Borrowing and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing, PROVIDED that any Borrowing (provided that until on the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice Closing Date shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing)an ABR Borrowing comprised solely of Refinancing Revolving Loans; (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; providedPROVIDED, howeverHOWEVER, 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 In the Type case of Borrowing is an Additional Revolving Facility Borrowing, the Parent Borrower shall also deliver each applicable document 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing4.

Borrowing Procedure. (a) In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 2.03(a) shall not apply), the U.S. Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 1:00 p.m., New York City timeStandard Time, three Business Days before a proposed Borrowing, and (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 proposed Borrowing, and (c) in the case of an ABR Borrowing under the Canadian Commitments, not later than 12:00 noon2:00 p.m., New York City timeStandard Time, on the one Business Day of a before the proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the U.S. Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term BorrowingU.S. Borrowing or, if at the time of such request the U.S. Commitments have been fully utilized, a Tranche B Term Canadian Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and ; (ii) whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iiiii) the date of such Borrowing (which shall be a Business Day); (iiiiv) 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)); (ivv) the amount of such Borrowing; and (vvi) if such Borrowing is to be a Eurodollar 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 an ABR Borrowing. If no Interest Period with respect to any Eurodollar 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 Lenders of any notice given pursuant to this Section 2.03 2.03(a) (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 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 election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Canadian Prime Rate Borrowing (if 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03(b) (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.02(e), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., 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 noon11:00 a.m., New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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. 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 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof)Section, and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Revolving Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Term Borrowing, as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery or fax telecopy, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon9:00 a.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall irrevocable (unless Borrower receives notice from the Agent or any Lender that such Borrowing cannot be signed by or on behalf of the Borrower a Eurodollar Borrowing) and shall specify the following information: information in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans, Tranche A Term Loans or Tranche B Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); ; (iie) in the date case of such Borrowing (a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term "Interest Period"; (iiif) the location and number and location of the Borrower's account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivg) that 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 conditions set forth in Section 2.02Sections 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 in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request in writing (a) in with respect to the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Initial Term Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before the proposed Initial Term Borrowing, (b) with respect to any First Delayed Draw Borrowing, not later than 12:00 noon, New York City time, three Business Days before a proposed First Delayed Draw Borrowing or (c) with respect to any Second Delayed Draw Borrowing, not later than 12:00 noon, New York City time, three Business Days before a proposed Second Delayed Draw Borrowing; provided that the Borrower shall not be permitted to request any Second Delayed Draw Borrowing hereunder until all of the Second Delayed Draw Approval Documents have been executed and delivered by each party thereto (including the Second Delayed Draw Approval executed and delivered by the Required Lenders and the other Lenders party thereto, in each case, in their sole and absolute discretion). Each Borrowing Request such request shall be irrevocable, and shall be signed by or on behalf in the form of the Borrower and shall specify a Borrowing Request specifying the following information: (i) whether the Borrowing then being requested is to be a Tranche A an Initial Term Borrowing, a Tranche B Term Borrowing, an Incremental Term First Delayed Draw Borrowing or a Revolving Credit Second Delayed Draw 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))disbursed; and (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, 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 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax telecopy to the Administrative Paying Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or a Base Rate Borrowing and whether such Borrowing is to be an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Acquisition 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. 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 an ABR 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 Administrative Paying Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed BorrowingBorrowing or, in the case of any Eurodollar Borrowing to be made on the Restatement Date, not later than 12:00 (noon) New York City time, one Business Day prior to the Restatement Date, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day requested date of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocableirrevocable (provided that, any telephonic notification or Borrowing Request in respect of a Borrowing to be made on the Restatement Date may be revoked and/or extended by not more than 5 Business Days pending satisfaction of the conditions set out in Article IV), and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))disbursed; (iv) the amount of such Borrowing; and (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 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 ’s duration. If no currency with respect to a Borrowing is specified, the currency shall be in Dollars. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan Competitive Borrowing or a deemed Borrowing pursuant to Section 2.02(f)) hereof, as to which this Section 2.03 2.04 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City Dallas, Texas time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City timeDallas, Texas on the date (which shall be a Business Day Day) of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 it being understood that the primary syndication of Borrowing on the Commitments and Loans has been completed (which notice Closing Date shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))) hereof; (iv) the amount of such Borrowing; and (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 a 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 2.022.03 hereof. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 hereof (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and and, subject to the second sentence of Section 2.02(b), 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., 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 noon1:00 p.m., New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))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, 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 an ABR 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a (a) The Borrower may borrow under the Commitment during the Commitment Period on any Business Day, provided that no more than one borrowing may be made hereunder during any of the successive one-month periods following the Initial Borrowing Date (other than the first such one-month period, during which up to two borrowings may be made hereunder). Borrowings hereunder on any Borrowing Date may be made (i) in cash in accordance with the provisions of subsection 2.2(b) (a Swingline Loan or "Cash Advance") and/or (ii) by means of a deemed Borrowing pursuant credit against amounts due to Section 2.02(fthe Vendor under the Vendor Procurement Contract in accordance with the provisions of subsection 2.2(c) (a "Credit Advance"), as to which this Section 2.03 shall not apply), the . The Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in Notice, which must be received by the case of a Eurodollar Borrowing, not later than Agent prior to 1:00 p.m.P.M., New York City time, (a) three Business Days before a proposed Borrowingprior to the requested Borrowing Date, and if all or any part of the Loans requested to be made on any Borrowing Date are to be initially Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, otherwise, and which must specify (i) the requested Borrowing Date, (ii) the amount to be borrowed, (iii) whether the borrowing is to be by means of a Cash Advance, a Credit Advance or a combination thereof and, if a combination thereof, the respective amounts of each, (iv) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and, if a combination thereof, the respective amounts of each and (v) if the borrowing is to be entirely or partly of Eurodollar Loans, the amounts of such Type of Loan and the respective lengths of the initial Interest Periods therefor; provided, that a Borrowing Notice requesting a Cash Advance on any Borrowing Date must be received by the Agent at least (A) three Business Days prior to the requested Borrowing Date, in any case where the amount of the requested Cash Advance is $50,000,000 or less or (B) seven Business Days prior to the requested Borrowing Date, in any case where the amount of an ABR Borrowingthe requested Cash Advance is greater than $50,000,000 and provided, further, that in no amount may the amount of any Cash Advance requested to be made on any Borrowing Date exceed $500,000,000. Notwithstanding the foregoing, the Vendor shall have the right, upon giving the Borrower not less than 60 days prior written notice, to require that the Borrower request Cash Advances to finance amounts previously paid by the Borrower (other than with the proceeds of Loans) under invoices submitted to the Borrower by the Vendor pursuant to the Vendor Procurement Contract. (b) If any Borrowing Notice indicates that a Cash Advance is to be made on the Borrowing Date specified therein to finance amounts theretofore paid by the Borrower (other than with the proceeds of Loans) under invoices submitted to the Borrower by the Vendor pursuant to the Vendor Procurement Contract, such Borrowing Notice shall identify such invoices and the amount theretofore paid thereunder (which shall equal the amount of such Cash Advance), and, in accordance with subsection 2.2(d), each Lender will make the amount of its respective Funding Percentage of such Cash Advance available to the Agent, which shall then make such amounts available to the Borrower at the Borrower's Account prior to 11:00 A.M., New York City time, on such Borrowing Date in funds immediately available to the Borrower. (c) If any Borrowing Notice requests that a Credit Advance be made on the Borrowing Date specified therein to finance amounts then due under invoices submitted to the Borrower by the Vendor pursuant to the Vendor Procurement Contract, such Borrowing Notice shall identify such invoices and the amounts being paid thereunder pursuant to such Credit Advance, and, in accordance with subsection 2.2(d), each Lender (other than the Vendor) will make the amount of its respective Funding Percentage of such Credit Advance available to the Agent at the Agent's Account, and the Agent shall then make the aggregate of such amounts available to the Vendor at the Vendor's Account and the Vendor shall credit the entire amount of such Credit Advance against the amounts due to it by the Borrower under such invoices. (d) No later than 12:00 noon11:00 a.m., New York City time, on the Business Day Borrowing Date of any Loan, each of the Lenders (in the case of a proposed Borrowing. Each Borrowing Request shall be irrevocableCredit Advance, shall be signed by or on behalf other than the Vendor) will make available to the Agent, at the Agent's Account, in immediately available funds, the amount of such Lender's Funding Percentage of the amount of the requested Loan. Upon receipt from each Lender of such amount, and satisfaction by the Borrower of all conditions to making the requested Loan, the Agent will make available to, in the case of a Cash Advance, the Borrower, and in the case of a Credit Advance, the Vendor, the aggregate amount of such Loan made available to the Agent by the Lenders, it being understood that the Vendor shall specify have no obligation to make available to the following information: Agent any funds for any Loan in respect of a Credit Advance. In the case of a Credit Advance, the Vendor will credit the amount of (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Vendor's Funding Percentage of such 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); Advance plus (ii) the date aggregate required to be amount made available to the Agent by the Lenders on such Borrowing Date (whether or not any Lender shall have defaulted in its obligation to make available to the Agent any portion of its Funding Percentage of the requested Loan on such Borrowing Date) against the amounts due it from the Borrower under the invoices identified in the Borrowing Notice requesting such Credit Advance. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Borrowing Date the amount of its Funding Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender's Funding Percentage of any requested Loans. (e) The Agent may, unless notified to the contrary by any Lender prior to a Borrowing Date, assume that such Lender has made available to the Agent on such Borrowing Date the amount of such Lender's Funding Percentage of the Loans to be made on such Borrowing Date, and the Agent may (which but it shall not be required to), in reliance upon such assumption, make available to the Vendor or the Borrower, as the case may be, a Business Day); corresponding amount. If any Lender makes available to the Agent such amount on a date after such Borrowing Date, such Lender shall pay to the Agent on demand an amount (the "Weighted Average Interest Amount") equal to the product of (i) the average computed for a period referred to in clause (iii) the number and location below, of the account to which weighted average interest rate paid by the Agent for funds are to be disbursed acquired by the Agent during each day included in such period, times (which shall be an account that complies with the requirements of Section 2.02(c)); (ivii) the amount of such Borrowing; Lender's Funding Percentage of such Loans, times (iii) a fraction, the numerator of which is the number of days that elapse from and (v) if including 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 Date to the Type date on which the amount of Borrowing such Lender's Funding Percentage of such Loans shall become immediately available to the Agent, and the denominator of which is specified in any 365. A statement of the Agent submitted to such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period Lender with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower amounts owing under this subsection shall be deemed prima facie evidence of the amount owing to have selected an Interest Period the Agent by such Lender. If the Agent has made available to the Vendor or the Borrower, as the case may be, the amount of one montha Lender's duration. The Administrative Funding Percentage of such Loans and such Lender has failed to make available to the Agent such amount within three Business Days following such Borrowing Date, the Agent shall promptly advise be entitled to recover such amount, plus the applicable Lenders of any notice given pursuant to this Section 2.03 (and Weighted Average Interest Amount, from the contents thereofVendor on demand as provided in subsection 2.2(b), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 a Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Other 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))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 an ABR Borrowing. If no 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof)Section, and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to (a) To request a Borrowing Loans, the Administrative Borrower shall deliver, by hand delivery or telecopier (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(fe-mail), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar BorrowingRevolving Loans, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before a the date of the proposed Borrowing, and ; (bii) in the case of an ABR BorrowingEuro Denominated Loans, not later than 12:00 noon11:00 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 to be made on the Closing Date, such Borrowing Request may be delivered to the Administrative Agent one Business Day of a proposed Borrowingprior to the Closing Date. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested borrowing is to be a Tranche A Term Borrowingborrowing of U.S. Revolving Loans, a Tranche B Term Borrowing, an Incremental Term Borrowing Australian Revolving Loans or a Dutch Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing Loans; (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001ii) the Borrower shall not be permitted to request a Eurodollar Borrowing); aggregate principal amount of such borrowing; (iiiii) the date of such Borrowing (borrowing, which shall be a Business Day); ; (iiiiv) in the case of Dollar Denominated Loans, whether such borrowing is to be for ABR Loans or Eurodollar Revolving Loans; (v) in the case of Eurodollar Revolving Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (vi) the Borrower requesting such borrowing and the location and number and location of the such Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); ; (ivvii) that 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 conditions set forth in Section 2.02Sections 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 Borrowing Loans is specified in any such noticespecified, then the requested Borrowing borrowing shall be an for ABR BorrowingLoans in dollars. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Loan, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, two Business Days before a Borrowing to occur on the Closing Date and three Business Days before a proposed BorrowingBorrowing to occur on any date thereafter, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, Revolving Credit Borrowing or 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 that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 15 Business Days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing 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 (which shall be an account that complies with the requirements of Section 2.02(c))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), ) or a Borrowing of Swing Line Loans under Section 2.23 as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three (3) 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, on the Business Day prior to the requested date of a proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed in the form of a written Borrowing Request delivered by hand or on behalf of fax to the Borrower Administrative Agent and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Revolving Credit Borrowing, a Tranche B Term A-1 Borrowing, a Tranche A-2 Borrowing, a Refinancing Revolving Loan Borrowing, a Refinancing Term Loan Borrowing or 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing Revolving Borrowing, Borrower shall deliver, by hand delivery or facsimile transmission (or transmit by other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(felectronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three on the third (3rd) Business Days Day before a the date of the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent, in the case of any Borrowing, and or the Issuing Bank, in the case of any issuance, amendment, extension or renewal of a Letter of Credit) or (bii) in the case of an ABR Borrowing, not later than 12:00 noon4:00 p.m., New York City time, on the Business Day of a prior to the proposed BorrowingBorrowing (or such time as may be reasonably acceptable to the Administrative Agent). Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested is to aggregate amount of such Borrowing; (b) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (c) 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); ; (iid) in the date case of such Borrowing (a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiie) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivf) that 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 conditions set forth in Section 2.02Sections 4.02(b)— (d) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one (1) month's ’s duration. The 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, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 14 Business Days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing 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 (which shall be an account that complies with the requirements of Section 2.02(c))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing. Only one request for a Borrowing may be made hereunder.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Loans, as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery or fax telecopier, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar BorrowingEurocurrency Loans in dollars, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and (bii) in the case of Eurocurrency Loans in an ABR BorrowingAlternate Currency, not later than 12:00 noon11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing or (iii) in the case of ABR Loans, not later than 10:00 a.m., New York City time, on the Business Day date of a the proposed Borrowingborrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested borrowing is to be a Tranche A borrowing of Revolving Loans, or Term Borrowing, a Tranche B 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 Loans; (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001b) the Borrower shall not be permitted to request a Eurodollar Borrowing); aggregate amount of such borrowing; (iic) the date of such Borrowing (borrowing, which shall be a Business Day); (d) whether such borrowing is to be for ABR Loans or Eurocurrency Loans; (e) in the case of Eurocurrency Loans, 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 date on which the Lead Arrangers shall have notified Borrower that a Successful Syndication has been achieved, the Interest Period shall be one month; (iiif) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); ; (ivg) that 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 conditions set forth in Section 2.024.02 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. If no election as to the Type of Borrowing Loans is specified for Loans in any such noticedollars, then the requested Borrowing borrowing shall be an for ABR BorrowingLoans. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested Eurocurrency Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each applicable Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to (a) To request a Borrowing (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)Borrowing, the Borrower shall deliver, by hand deliver or fax 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 a duly completed Borrowing Request (ai) in the case of a Eurodollar Rate Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before a the date of the proposed Borrowing, and or (bii) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested is to aggregate amount of such Borrowing; (ii) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (iii) [Reserved]; (iv) whether such Borrowing is to be a Eurodollar Base Rate Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Rate Borrowing); ; (iiv) in the date case of such Borrowing (a Eurodollar Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiivi) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivvii) in the amount case of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowingthe initial Credit Extension hereunder or under any Incremental Term Loan Commitments, that 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 conditions set forth in Section 2.024.02(b) — (d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing (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)Loans, the Borrower shall deliver, by hand deliver delivery, telecopier, email attachment or fax other electronic means acceptable to the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar BorrowingLoans in dollars, not later than 1:00 12:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Eurodollar Borrowing or (bii) in the case of an ABR BorrowingLoans, not later than 12:00 noonp.m., New York City time, on the one Business Day prior to the date of a the proposed ABR Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001a) the Borrower shall not be permitted to request a Eurodollar Borrowing); aggregate amount of such borrowing; (iib) the date of such Borrowing (borrowing, which shall be a Business Day); ; (iiic) whether such borrowing is to be for ABR Loans or Eurodollar Loans; (d) in the case of Eurodollar Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (e) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivf) that 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 conditions set forth in Section 2.02Sections 4.02(b)—(f) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing Loans is specified in any such noticespecified, then the requested Borrowing borrowing shall be an for ABR BorrowingLoans. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeLoan, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., 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, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 14 Business Days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing 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 (which shall be an account that complies with the requirements of Section 2.02(c))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 2:00 p.m., 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 noon2:00 p.m., New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, electronic mail or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, Borrowing or 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 that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) 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 (which shall be an account that complies with the requirements of Section 2.02(c))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing (or, solely in the case of a Eurodollar Borrowing on the Closing Date, one Business Day before such proposed Borrowing), and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the Business Day day of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, fax or on behalf other electronic transmission to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing, a Revolving Credit Borrowing or a an Incremental 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), ) or a Borrowing of Swing Line Loans under Section 2.22 as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three (3) 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, on the Business Day prior to the requested date of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, Revolving Credit Borrowing or 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 that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable andpracticable), in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing 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 (which shall be an account that complies with the requirements of Section 2.02(c))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a (a) The Borrower may borrow under the Commitment during the Commitment Period on any Business Day, provided that no more than one borrowing may be made hereunder during any of the successive one-month periods following the Initial Borrowing Date (other than the first such one-month period, during which up to two borrowings may be made hereunder). Borrowings hereunder on any Borrowing Date may be made (i) in cash in accordance with the provisions of subsection 2.2(b) (a Swingline Loan or "Cash Advance") and/or (ii) by means of a deemed Borrowing pursuant credit against amounts due to Section 2.02(fthe Vendor under the Vendor Procurement Contract in accordance with the provisions of subsection 2.2(c) (a "Credit Advance"), as to which this Section 2.03 shall not apply), the . The Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in Notice which must be received by the case of a Eurodollar Borrowing, not later than Agent prior to 1:00 p.m.P.M., New York City time, (a) three Business Days before a proposed Borrowingprior to the requested Borrowing Date, and if all or any part of the Loans requested to be made on any Borrowing Date are to be initially Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, otherwise, and which must specify (i) the requested Borrowing Date, (ii) the amount to be borrowed, (iii) whether the borrowing is to be by means of a Cash Advance, a Credit Advance or a combination thereof and, if a combination thereof, the respective amounts of each, (iv) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and, if a combination thereof, the respective amounts of each and (v) if the borrowing is to be entirely or partly of Eurodollar Loans, the amounts of such Type of Loan and the respective lengths of the initial Interest Periods therefor. (b) If any Borrowing Notice indicates that a Cash Advance is to be made on the Borrowing Date specified therein to finance amounts theretofore paid by the Borrower (other than with the proceeds of Credit Advances) under invoices submitted to the Borrower by the Vendor pursuant to the Vendor Procurement Contract, such Borrowing Notice shall identify such invoices and the amount theretofore paid thereunder (which shall equal the amount of such Cash Advance), and, in accordance with subsection 2.2(d), each Lender will make the case amount of an ABR Borrowingits respective Funding Percentage of such Cash Advance available to the Agent, not which shall then make such amounts available to the Borrower at the Borrower's Account prior to 11:00 A.M., New York City time, on such Borrowing Date in funds immediately available to the Borrower. (c) If any Borrowing Notice requests that a Credit Advance be made on the Borrowing Date specified therein to finance amounts then due under invoices submitted to the Borrower by the Vendor pursuant to the Vendor Procurement Contract, such Borrowing Notice shall identify such invoices and the amounts being paid thereunder pursuant to such Credit Advance, and, in accordance with subsection 2.2(d), each Lender (other than the Vendor) will make the amount of its respective Funding Percentage of such Credit Advance available to the Agent at the Agent's Account, and the Agent shall then make the aggregate of such amounts available to the Vendor at the Vendor's Account and the Vendor shall credit the entire amount of such Credit Advance against the amounts due to it by the Borrower under such invoices. (d) No later than 12:00 noon11:00 a.m., New York City time, on the Business Day Borrowing Date of any Loan, each of the Lenders (in the case of a proposed Borrowing. Each Borrowing Request shall be irrevocableCredit Advance, shall be signed by or on behalf other than the Vendor) will make available to the Agent, at the Agent's Account, in immediately available funds, the amount of such Lender's Funding Percentage of the amount of the requested Loan. Upon receipt from each Lender of such amount, and satisfaction by the Borrower of all conditions to making the requested Loan, the Agent will make available to, in the case of a Cash Advance, the Borrower, and in the case of a Credit Advance, the Vendor, the aggregate amount of such Loan made available to the Agent by the Lenders, it being understood that the Vendor shall specify have no obligation to make available to the following information: Agent any funds for any Loan in respect of a Credit Advance. In the case of a Credit Advance, the Vendor will credit the amount of (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Vendor's Funding Percentage of such 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); Advance plus (ii) the date aggregate required to be amount made available to the Agent by the Lenders on such Borrowing Date (whether or not any Lender shall have defaulted in its obligation to make available to the Agent any portion of its Funding Percentage of the requested Loan on such Borrowing Date) against the amounts due it from the Borrower under the invoices identified in the Borrowing Notice requesting such Credit Advance. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Borrowing Date the amount of its Funding Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender's Funding Percentage of any requested Loans. (e) The Agent may, unless notified to the contrary by any Lender prior to a Borrowing Date, assume that such Lender has made available to the Agent on such Borrowing Date the amount of such Lender's Funding Percentage of the Loans to be made on such Borrowing Date, and the Agent may (which but it shall not be required to), in reliance upon such assumption, make available to the Vendor or the Borrower, as the case may be, a Business Day); corresponding amount. If any Lender makes available to the Agent such amount on a date after such Borrowing Date, such Lender shall pay to the Agent on demand an amount (the "Weighted Average Interest Amount") equal to the product of (i) the average computed for a period referred to in clause (iii) the number and location below, of the account to which weighted average interest rate paid by the Agent for funds are to be disbursed acquired by the Agent during each day included in such period, times (which shall be an account that complies with the requirements of Section 2.02(c)); (ivii) the amount of such Borrowing; Lender's Funding Percentage of such Loans, times (iii) a fraction, the numerator of which is the number of days that elapse from and (v) if including 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 Date to the Type date on which the amount of Borrowing such Lender's Funding Percentage of such Loans shall become immediately available to the Agent, and the denominator of which is specified in any 365. A statement of the Agent submitted to such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period Lender with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower amounts owing under this subsection shall be deemed prima facie evidence of the amount owing to have selected an Interest Period the Agent by such Lender. If the Agent has made available to the Vendor or the Borrower, as the case may be, the amount of one montha Lender's duration. The Administrative Funding Percentage of such Loans and such Lender has failed to make available to the Agent such amount within three Business Days following such Borrowing Date, the Agent shall promptly advise be entitled to recover such amount, plus the applicable Lenders of any notice given pursuant to this Section 2.03 (and Weighted Average Interest Amount, from the contents thereofVendor on demand as provided in subsection 2.2(b), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Eurocurrency Borrowing, not later than 1:00 4:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (bii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Effective 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 on behalf of the Borrower and shall specify the following information: (iA) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iiB) the date of such Borrowing (which shall be a Business Day); (iiiC) 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)) and shall be an office of the Administrative Agent in New York); (ivD) the amount of such Borrowing; and (vE) if such Borrowing is to be a Eurodollar 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 an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency 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 (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's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Competitive Borrowing, as to which this Section 2.03 2.04 shall not apply), the Borrower shall hand deliver by hand, telecopy or fax other writing transmitted electronically (including in the form of a .pdf attachment) to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 Noon, New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noonNoon, New York City time, on the Business Day day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower an Authorized Representative, and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 election as to the Type of Borrowing is specified in any such noticenotice 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 shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Loans, as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery or fax to the Administrative Agent telecopier, a duly completed and executed Borrowing Request to Administrative Agent (ai) in the case of a Eurodollar BorrowingLoans, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR BorrowingLoans, not later than 12:00 noon11:00 a.m., New York City time, on the date of the proposed Borrowing; provided, that, the notice referred to in subclause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the initial Credit Extensions; provided, further, that, Borrower may make telephonic requests for Loans so long as a proposed Borrowingduly completed written and executed Borrowing Request is received prior to the times set forth above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) the aggregate amount of such borrowing; (b) whether the Borrowing then being requested such borrowing is to be a Tranche A Term Borrowingfor ABR Loans or Eurodollar Loans; (c) in the case of Eurodollar Loans, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is the initial Interest Period 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 and Loans has been completed (which notice shall be given as promptly as practicable andapplicable thereto, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiid) the location and number and location of the Borrower’s account to which funds are to be disbursed disbursed; and (which shall be an account that complies with e) in the requirements case 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 initial Borrowing Request, each requested that the conditions set forth in Sections 4.02 and 4.03 have been satisfied as of the date of the notice and in the case of any other Borrowing shall comply with Request, that the requirements conditions set forth in Section 2.024.03 have been satisfied as of the date of the notice. If no election as to the Type of Borrowing Loans is specified in any such noticespecified, then the requested Borrowing borrowing shall be an for ABR BorrowingLoans. If no Interest Period Promptly following receipt of a Borrowing Request in accordance with respect to any Eurodollar Borrowing is specified in any such noticethis Section 2.03, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing, which amount shall not exceed such Lender’s Commitments.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Borrower Company shall deliver by hand deliver or fax by facsimile to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., 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, on the one Business Day of before a proposed Borrowing, together with a Borrowing Base Certificate calculating the Borrowing Base as of the prior day. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower Company and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iiiii) the number and location of the account to which funds are to be disbursed (which shall be an a deposit account that complies with the requirements of Section 2.02(c)is subject to an Account Control Agreement); and (iviii) 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 Promptly after receipt of a Borrowing Request, the Administrative Agent shall notify the Lenders (and in any event not later than noon New York City time on the borrowing date applicable thereto), by telecopy, telephone, or other similar form of transmission, of the Borrowing Request. Each Lender shall make the amount of such Lender’s pro rata share of the requested borrowing available to the Type Administrative Agent in immediately available funds in the manner set forth in Section 2.02; provided, however, that, no Lender shall have the obligation to make any Loan to the Company if the Administrative Agent or such Lender shall have actual knowledge that (x) one or more of the applicable conditions precedent set forth in Section 4.02 will not be satisfied on the requested funding date for the applicable Borrowing is specified in any unless such noticecondition has been waived by the Majority Lenders, then or (y) the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar would exceed Borrowing is specified in any Availability on such notice, then the 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 given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowingdate.

Borrowing Procedure. In order to To request a Revolving Borrowing (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)Term Borrowing, the relevant Borrower shall deliver, by hand deliver delivery or fax to the Administrative Agent telecopier, a duly completed and executed Borrowing Request to the relevant Administrative Agent (ai) in the case of a Eurodollar Term Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and (bii) in the case of a Revolving Borrowing, not later than 11:00 a.m. (London time) three Business Days before the date of the proposed Borrowing, (iii) in the case of a Revolving Borrowing in an Alternate Currency, not later than 11:00 a.m. (London time) four Business Days before the date of the proposed Borrowing or (iv) in the case of an ABR Term Borrowing, not later than 12:00 noon9:00 a.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Tranche A Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) whether such Borrowing is to be an ABR Term Borrowing, a Eurodollar Term Borrowing or an ABR Borrowing a Revolving Borrowing; (provided that until e) in the Administrative Agent shall have notified the Borrower that the primary syndication case of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Term Borrowing); (ii) , the date of such Borrowing (initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiif) in the case of a Revolving Borrowing, the Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (g) the location and number and location of the relevant Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); ; (ivh) that 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 conditions set forth in Section 2.02Sections 4.02(b)-(d) have been satisfied as of the date of the notice; and (i) in the case of a Revolving Borrowing in an Alternate Currency, the Alternate Currency for such Borrowing. If no election as to the Type of Borrowing is specified in any such noticefor a Term Borrowing, then the requested Borrowing shall be an ABR Term Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the relevant Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Lead Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days (or, in the case of the Term B Loans to be borrowed on the Amendment No. 1 Effective Date, such later time as may be agreed by the Administrative Agent) before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., 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, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing, a Revolving Credit Borrowing or a an Incremental 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. 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 shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Revolving Credit Borrowing (other than a an Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the a Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone or in writing (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, fax or on behalf electronic mail to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, 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 an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the such Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.03(a) (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed BorrowingBorrowing (or, solely in the case of a Eurodollar Borrowing on the Closing Date, one Business Day before such proposed Borrowing or such shorter period acceptable to the Administrative Agent), and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the Business Day day of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, fax or on behalf other electronic transmission to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, Borrowing or 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))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 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 three month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)a) The Borrower may borrow ------------------- under the Reducing R/C Commitments during the Reducing R/C Commitment Period on any Business Day, as to which this Section 2.03 shall not apply), provided that an Authorized Officer of the Borrower shall hand deliver or fax to give -------- the Administrative Agent a duly completed Borrowing Request irrevocable notice (a) in which notice must be received by the case of a Eurodollar Borrowing, not later than 1:00 p.m.Administrative Agent prior to 11:00 A.M., New York City time, (i) three Business Days before a proposed Borrowingprior to the requested Borrowing Date, and if all or any part of the requested Loans are to be initially Eurodollar Loans, or (bii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of a proposed Borrowing. Each prior to the requested Borrowing Request shall be irrevocableDate, shall be signed by or on behalf of the Borrower and shall specify the following information: otherwise), specifying (i) the aggregate amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the Borrowing then being requested borrowing is to be a Tranche A Term Borrowingof Eurodollar Loans, a Tranche B Term Borrowing, an Incremental Term Borrowing ABR Loans or a Revolving Credit Borrowingcombination thereof, and whether such (iv) if the Borrowing is to be a entirely or partly of Eurodollar Borrowing or an ABR Borrowing (provided that until Loans, the Administrative Agent shall have notified amounts of such Type of Loan and the Borrower that the primary syndication lengths of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date amounts of such Borrowing (Type of Loan and the lengths of the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term "Interest Period" and (iiiv) the location and number and location of the Borrower's account to which funds are to be disbursed (disbursed, which shall be an account that complies comply 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 2.022.07. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeReducing R/C Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Each borrowing under the Reducing R/C Commitments shall be (A) in the case of ABR Loans, in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof (or if the then Available Reducing R/C Commitments are less than $1,000,000, such lesser amount) or (B) in the case of Eurodollar Loans, in an amount equal to $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly advise notify each Lender thereof. Each Lender will make the applicable Lenders amount of any notice given pursuant to this Section 2.03 (and the contents thereof), and its pro rata share of each Lender's portion borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 10.02 prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by 2:00 P.M. New York City time on such day by the Administrative Agent transferring to an account of the Borrower with the Administrative Agent and thereafter as directed by the Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (b) The Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day, provided that -------- an Authorized Officer of the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, (i) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Borrowing.Loans are to be initially Eurodollar Loans, or (ii) one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof, (iv) if the Borrowing is to be entirely or partly of Eurodollar Loans, the amounts of such Type of Loan and the lengths of the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period" and (v) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section

Borrowing Procedure. In order to request a Borrowing (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 either Borrower shall hand deliver or fax to the Administrative Agent (or give telephonic notice promptly confirmed by written notice) a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City 12:00 noon (Toronto 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 noon (Toronto time, on the ) one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the respective Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable andBorrowing, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) with respect to Revolving Credit Borrowings, 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)); 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 an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the respective 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 given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., 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 noon11:00 a.m., New York City time, on the Business Day day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27February 15, 2001), (x) not more than three Eurodollar Borrowings may be outstanding at any time and (y) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing 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 (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 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 applicable Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., 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 noon1:00 p.m., New York City time, on the Business Day day of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 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 applicable Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.01(b) or Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Term Benchmark Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed BorrowingBorrowing (or, in the case of a Borrowing to be made on the Restatement Date, such shorter period prior to the Restatement Date as the Administrative Agent may agree in its sole discretion), and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day day of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, 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 or on behalf 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) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Term Benchmark Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar 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 an ABR Borrowing. If no Interest Period with respect to any Eurodollar Term Benchmark Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.22(e), as to which this Section 2.03 2.3 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., 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 noon10:00 a.m., New York City time, on the Business Day day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 provided, that until for the Administrative Agent shall have notified 30-day period immediately following the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable andClosing Date, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing for any Eurodollar Loan having an Interest Period greater 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 (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) that the conditions set forth in Sections 4.1(b)-(c) are satisfied on the date of such Borrowing Request; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.022.2. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.3 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Loan, as to which this Section 2.03 shall not apply), the Borrower applicable Borrower(s) shall hand hand-deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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 that any such notice of an ABR Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.20(e) may be given no later than 10:00 a.m. New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower applicable Borrower(s) and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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; providedPROVIDED, howeverHOWEVER, 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 an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower such Borrower(s) 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 given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing. If any 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 Borrowing and requesting 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.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of Exhibit C (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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 37 12:00 noon, New York City time, on the one Business Day of 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 on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental 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 (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 (viv) 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 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 (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 the contents thereof), and of each Lender's portion of the requested Borrowing. If the 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 Revolving Credit Borrowing requesting that such Borrowing be refinanced, then the 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 an ABR Borrowing.

Borrowing Procedure. In order to To request a Borrowing (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)Revolving Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telecopy or electronic transmission (aif arrangements for doing so have been approved by the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (promptly confirmed by telecopy) (i) in the case of a Eurodollar Revolving Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowinga Base Rate Revolving Borrowing (other than Swingline Loans), not later than 12:00 noon1:00 p.m., New York City time, on the Business Day of a the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, subject to Sections 2.09, 3.02 and 3.03, and shall 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 or on behalf of the Borrower Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested is to aggregate amount of such Borrowing; (b) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (c) whether such Borrowing is to be a Eurodollar Base Rate Revolving Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Revolving Borrowing); ; (iid) in the date case of such Borrowing (a Eurodollar Revolving Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiie) the location and number and location of the account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c))2.02; and (ivf) that 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 conditions set forth in Section 2.024.02(b) and (c) are satisfied or waived as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR a Base Rate Revolving Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration’s duration (subject to the proviso in clause (d) above). The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Revolving Borrowing or Term Borrowing, Borrower shall deliver, by hand delivery or facsimile (or transmit by other than a Swingline Loan or a deemed Borrowing pursuant to electronic transmission, in accordance with Section 2.02(f11.01(b)), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon9:00 a.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Tranche A Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); ; (iie) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto; (f) the date location and number of such Borrowing (which shall be a Business Day); (iii) the number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivg) that 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 conditions set forth in Section 2.02Sections 4.02(b)-(d) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Notwithstanding anything to the contrary, no Eurodollar Borrowings may be requested or made prior to the date that is three Business Days after the Closing Date. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., 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, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocableirrevocable (except for the initial Borrowing intended for the Closing Date, when the Borrower may revoke without penalty a Borrowing Request for an ABR Borrowing should the closing of the Transactions not occur on such date), shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested such borrowing is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Tranche C Borrowing, and (ii) 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iiiii) the date of such Borrowing (which shall be a Business Day); , (iiiiv) 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)); (ivv) the amount of such Borrowing; and (vvi) 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 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.Eurodollar

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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, on the Business Day of a proposed Borrowing; provided, however, that if the Borrower wishes to request Eurodollar Borrowing having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 (noon), New York City time, four Business Days prior to the requested date of such Borrowing, whereupon the Administrative Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 (noon), New York City time, three Business Days before the requested date of such Borrowing, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the applicable Lenders. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, Borrowing or 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Term Borrowing, as to which this Section 2.03 Borrowers shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (apromptly confirmed by telecopy or digitally signed e-mail) (i) in the case of a Eurodollar Term Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, three Business Days before a the date of the proposed Borrowing, Term Borrowing and (bii) in the case of an ABR Term Borrowing, not later than 12:00 noon, New York City time, on the Business Day of a the proposed Term Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery or telecopy or digitally signed e-mail to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by or on behalf of the Borrower Borrowers. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (ia) the aggregate amount of such Term Borrowing; (b) the date of such Term Borrowing, which shall be a Business Day; (c) whether the such Term Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental ABR Term Borrowing or a Revolving Credit Eurodollar Term Borrowing; (d) in the case of a Eurodollar Term Borrowing, and whether such Borrowing is the initial Interest Period to be applicable thereto, which shall be a Eurodollar Borrowing or an ABR Borrowing (period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (i) the date on which the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); and (ii) the date of such Borrowing (which is 30 days after the Closing Date, the Interest Period shall be a Business Day); seven days; (iiie) the location and number and location of the account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c))2.02; and (ivf) that 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 conditions set forth in Section 2.024.02(b)-(e) are satisfied as of the date of the notice. If no election as to the Type of Term Borrowing is specified in any such noticespecified, then the requested Term Borrowing shall be an ABR Term Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeTerm Borrowing, then the Borrower Borrowers shall be deemed to have selected an Interest Period of one month's duration’s duration (subject to the proviso in clause (d) above). The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Term Loan to be made as part of the requested Term Borrowing.

Borrowing Procedure. In order to To request a Borrowing (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)Term Loan, the Borrower shall deliver, by hand deliver delivery or telecopier fax or any other approved electronic transmission, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, Borrowing (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) or (bii) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the one Business Day before the date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, irrevocable and shall be signed by or on behalf substantially in the form of the Borrower and shall specify the following informationExhibit C hereto, appropriately completed to specify: (i) whether the Borrowing then being requested is aggregate principal amount of the Term Loans to be a Tranche A Term made pursuant to such Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) whether the number and location of the account Term Loans being made pursuant to which funds such Borrowing are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); initially maintained as ABR Loans or Eurodollar Loans and (iv) in the amount case of such Borrowing; and (v) if such Borrowing is to be a Eurodollar BorrowingLoans, the Interest Period with respect to be initially applicable 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 noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise give each Lender which is required to make Term Loans of the Tranche specified in the respective Borrowing Request, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.14) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. Each Lender agrees that, in computing such Lender’s portion of any Term Loans or other extensions of credit to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s pro rata share of such Term Loans or other extensions of credit to the next higher or lower whole Dollar amount. Each Lender shall make the amount of its Term Loan available to the Administrative Agent not later than 1:00 p.m. (New York City time) on the date of the applicable Lenders Borrowing by wire transfer of same day funds in Dollars, at the Administrative Agent’s Principal Office. Unless the Administrative Agent shall have been notified by any Lender prior to the applicable date of any notice given pursuant Credit Extension that such Lender does not intend to this Section 2.03 (make available to the Administrative Agent the amount of such Lender’s Term Loan requested on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date and the contents thereof)Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrower a corresponding amount on such date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from the date of such Credit Extension until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Alternate Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if the Administrative Agent made such amount available as a Term Loan to the Borrower, the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from the date of each Lender's portion such Credit Extension until the date such amount is paid to the Administrative Agent, at the rate payable hereunder for ABR Loans for such Tranche of Term Loans. Nothing in this paragraph shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the requested BorrowingBorrower may have against any Lender as a result of any default by such Lender hereunder. In the event any Term Loan proceeds received by the Administrative Agent in accordance with this Agreement are not delivered to the Borrower as a result of any condition precedent herein specified not having been met, the Administrative Agent shall return the amounts so received to the Lenders who delivered such Term Loan proceeds to the Administrative Agent.

Borrowing Procedure. In order to request a Borrowing (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 hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., 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 noon11:00 a.m., New York City time, on the Business Day day of a proposed BorrowingBorrowing (or, with respect to the Borrowing of Term Loans of any Type on the Closing Date, such shorter notice as is reasonably acceptable to the Administrative Agent). Each Borrowing Request shall be irrevocableirrevocable (other than any Borrowing Request with respect to the Borrowing of Term Loans on the Closing Date), shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request By delivering a Borrowing (other than Request to the Agent at the Agent's Atlanta Office on or before 11:00 a.m., New York City time, on a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Business Day, the Borrower shall hand deliver or fax may from time to the Administrative Agent a duly completed Borrowing Request time request, (ai) in the case of Revolving A Loans, on not less than two (2) Business Days' nor more than three (3) Business Days' notice and (ii) in the case of Revolving B Loans, on not less than one (1) Business Day notice, that a Eurodollar Borrowing of Revolving Loans be made on the Business Day specified in such Borrowing Request. The Borrowing Request shall specify whether such Borrowing is to be made as Revolving A Loans or Revolving B Loans. Borrowings of Revolving A Loans shall be in a minimum aggregate amount equal to $250,000 and in integral multiples of $50,000 or, if less, the amount of the Revolving A Loan Availability immediately prior to such Borrowing. Borrowings of Revolving B Loans shall be in a minimum aggregate amount equal to $50,000 and in integral multiples of $50,000 or, not later than 1:00 if less, the amount of the Revolving B Loan Availability immediately prior to such Borrowing. Each Revolving Loan shall be made on the Business Day specified in the Borrowing Request therefor (including the initial Revolving Loans to be made on the Closing Date). On the day prior to such Business Day specified by the Borrower, each Lender shall, on or before 2:00 p.m., New York City time, three Business Days before a proposed deposit same day funds with the Agent in an amount equal to such Lender's Revolving Percentage of the requested Borrowing, and (b) in such deposit to be made to such account as the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on Agent shall specify from time to time by notice to the Lenders. On the Business Day specified by the Borrower in the Borrowing Request, the proceeds of a proposed Borrowing. Each Borrowing Request all Borrowings shall be irrevocablemade available to the Borrower by wire transfer of such proceeds to such transferees, shall be signed by or on behalf to such accounts of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term BorrowingBorrower, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) have specified in 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 theretoRequest therefor; provided, however, that, notwithstanding any contrary specification that in each case the Agent shall be required to make available to the Borrower the proceeds of any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as only to the Type of Borrowing is specified extent received by it in same day funds from the Lenders. No Lender's obligation to make any such notice, then the requested Borrowing Loan shall be an ABR Borrowing. If no Interest Period with respect to affected by 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each other Lender's portion of the requested Borrowingfailure to make any Loan.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Revolving Borrowing, as to which this Section 2.03 shall not apply), the Administrative Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (apromptly confirmed by telecopy) (i) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, (other than Swingline Loans), not later than 12:00 noon11:00 a.m., New York City time, on the same Business Day of a the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall 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 or on behalf of the Borrower Administrative Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (ia) whether [Intentionally Omitted]; (b) the Borrowing then being requested is to aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing or a Eurodollar Borrowing; (provided 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 Administrative Agent earlier of (i) the date on which the Co-Syndication Agents shall have notified the Borrower Borrowers that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); and (ii) the date of such Borrowing (which is 180 days after the Closing Date, the Interest Period shall be a Business Day); two weeks; (iiif) the location and number and location of the Administrative Borrower's account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c))2.02; and (ivg) that 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 conditions set forth in Section 2.024.02 (b)-(e) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the Borrower Borrowers shall be deemed to have selected an Interest Period of one month's durationduration (subject to the proviso in clause (e) above). The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Lead Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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, with respect to any Borrowing (provided that until on the Administrative Agent shall have notified Closing Date, the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Lead Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month (unless otherwise agreed to by the Administrative Agent in its sole discretion); (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))disbursed; (iv) the amount of such Borrowing; (v) the currency of such Borrowing and (vvi) 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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Revolving Borrowing (other than a Swingline or Term Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall deliver, by hand deliver delivery, facsimile or fax email, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 2:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three Business Days before the date of the proposed Borrowing (or, in the case of Eurodollar Borrowings that are Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, three one Business Days Day before a the date of the proposed Borrowing, and ) or (bii) in the case of an ABR Borrowing, not later than 12:00 noon., New York City timetime (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), on the Business Day of a prior to the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Tranche A Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); ; (iie) in the date case of such Borrowing (a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiif) the location and number and location of the account to which funds are to be disbursed disbursed;and (which shall be an account that complies with the requirements of Section 2.02(c)); (ivg) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; providedto each Credit Extension, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with that the requirements conditions set forth in Section 2.024.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any a Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected with an Interest Period of one month's ’s duration. The If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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 a Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing[[5517420]] #93623000v7 Eurocurrency Borrowing denominated in Dollars, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of a Eurocurrency Borrowing denominated in a Designated Foreign Currency, not later than 12:00 (noon), New York City time, four Business Days before a proposed Borrowing and (c) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be signed confirmed promptly by hand delivery, fax or on behalf e-mail delivery to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Borrowing of Tranche A B-1 U.S. Term BorrowingLoans, a Tranche B B-2 U.S. Term BorrowingLoans, an European Term Loans, Incremental Term Borrowing Loans of any other Class, Revolving Loans or a Other Revolving Credit Borrowing, Loans and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount and currency of such Borrowing; and (v) if such Borrowing is to be a Eurodollar 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 2.022.02 and (y) no 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 Eurodollar 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (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)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of Exhibit C (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.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, on the one Business Day of 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 on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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 (viv) 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 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 (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 the contents thereof), and of each Lender's portion of the requested Borrowing. If the 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 Revolving Credit Borrowing requesting that such Borrowing be refinanced, then the 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 an ABR Borrowing.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Revolving Borrowing, as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (apromptly confirmed by telecopy) (i) in the case of a Eurodollar Revolving Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, (other than Swingline Loans), not later than 12:00 noon10:00 a.m., New York City time, on the Business Day of a the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall 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 or on behalf of the Borrower Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Revolving Borrowing or a Revolving Credit Swingline Loan; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, and which shall be a Business Day; (d) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing or a Eurodollar Revolving Borrowing; (provided e) in the case of a Eurodollar Revolving 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 on which the Administrative Agent and the Collateral Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); and (ii) the date of such Borrowing (which is 180 days after the Original Closing Date, the Interest Period shall be a Business Day); one month; (iiif) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c))2.02; and (ivg) that 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 conditions set forth in Section 2.024.02 (b)-(e) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration’s duration (subject to the proviso in clause (e) above). The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise notify Collateral Agent of the applicable Lenders borrowing Request, confirm with Collateral Agent that the funding of any notice given pursuant to such Borrowing Request is in conformity with this Section 2.03 (and advise each Lender of the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), ) 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 hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request (a) in the case of a Eurodollar EurodollarTerm SOFR Borrowing, not later than 1:00 p.m.p.m, New York City time, three (3) Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the Business Day prior to the requested date of a proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed in the form of a written Borrowing Request delivered by hand or on behalf of fax to the Borrower Administrative Agent and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Revolving Credit Borrowing, a Tranche B Term Refinancing Revolving Loan Borrowing, a Refinancing Term Loan Borrowing or an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar EurodollarTerm SOFR Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar EurodollarTerm SOFR 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 an ABR Borrowing. If no Interest Period with respect to any Eurodollar EurodollarTerm SOFR Borrowing is specified in any such notice, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.02(e), 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)), the U.S. Borrower or Cayman Borrower, as applicable, shall hand deliver or fax to the Administrative Agent a duly completed written Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed BorrowingBorrowing (or as otherwise agreed by the Administrative Agent in its sole discretion), and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, on the Business Day day of a proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or irrevocable (except for Borrowing Requests conditioned on behalf the occurrence of the Borrower Third Restatement Date or the consummation of any Permitted Acquisition), and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term BorrowingBorrowing of Loans made pursuant to Section 2.01(a), 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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))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 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 ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.02(e), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., 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 noon11:00 a.m., New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B 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 and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar 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. Any Borrowing made on the Closing Date 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 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 advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof)Section, and of each Lender's portion of the requested Borrowing.