Common use of Borrowing Procedure Clause in Contracts

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 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 To request a Revolving Borrowing or Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of such request by telephone a Revolving Borrowing, not later than 12:00 p.m., New York timeCity time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a proposed Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Eurodollar Loans (or such shorter period as may Term Loan Borrowings to be agreed by made on the Administrative Agent) and no Closing Date, not later than 12:00 p.m., New York City time, on the (1) one Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the account to which funds are to be disbursed; and (dg) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; providedto each Credit Extension made after the Closing Date, 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 Interest Period with respect election as to any Eurodollar the Type of Borrowing is specified in any such noticespecified, then the Borrower requested Borrowing shall be deemed to have selected a Eurodollar Borrowing with an Interest Period of one month’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 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 To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify deliver, by hand delivery, telecopier or electronic mail (in pdf form and then followed by the original via overnight mail), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 2:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location (which shall be an account in the United States) and number and location of the Borrower’s account to which funds are to be disbursed; and (dg) that the amount conditions set forth in Sections 4.02(b)-(d) have been satisfied as of such the date of the notice. If no election as to the Type of Borrowing (stated in is specified, then the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 2.02be 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 To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; (f) the location and number and location of the Borrower's account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the 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, 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 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 Revolving Borrowing or Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of such request by telephone a Revolving Borrowing, not later than 12:00 p.m., New York timeCity time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a proposed Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Eurodollar Loans (or such shorter period as may Term Loan Borrowings to be agreed by made on the Administrative Agent) and no Closing Date, not later than 12:00 p.m., New York City time, on the (1) one Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the account to which funds are to be disbursed; and (dg) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; providedto each Credit Extension made after the Closing Date, 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 Interest Period with respect election as to any Eurodollar the Type of Borrowing is specified in any such noticespecified, then the Borrower requested Borrowing shall be deemed to have selected a Eurodollar Borrowing with an Interest Period of one month’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 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 To request a Revolving Borrowing or a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy) (a) in the case of a Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing or (b) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 1:00 p.m., New York City time, on the one Business Day before the date of a the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing in to finance the case reimbursement of a Borrowing an LC Disbursement as contemplated by Section 2.18(e) may be given not later than 11:00 a.m., New York City time, on the date of ABR Loansthe proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, e-mail delivery or fax telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Revolving Borrowing or a Term Loan Borrowing; (b) the aggregate amount of Term Loanssuch Borrowing; (c) the date of such Borrowing, Revolving Credit Loans, Incremental Term Loans which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or Incremental Revolving Credit Loans a Eurodollar Borrowing; (provided thate) in the case of a Eurodollar Borrowing, the Borrower shall not be permitted to request a Eurodollar Borrowing with an initial Interest Period in excess to be applicable thereto, which shall be a period contemplated by the definition of one month the term “Interest Period”; provided that until the earlier of (xi) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); providedDate and (ii) the date on which a successful syndication of the Loans and Commitments shall have been declared by the Joint Lead Arrangers, however, that the initial Borrower shall only be permitted to request an 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 Requestseven days; and (bf) the date location and number of such Borrowing (which shall be a Business Day); (c) the number and location of the Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements set forth in of Section 2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s durationduration (subject to the proviso of clause (e) above). The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly 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 To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify deliver, by hand delivery or telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, on the Business Day before date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing or Term Loan Borrowing; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a proposed Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be irrevocable, and shall be confirmed promptly a period contemplated by hand delivery, e-mail the definition of the term "Interest Period"; provided that at any time on or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until before the earlier of (x) the date on which the Administrative Agent Lead Arranger shall have notified the Borrower that the primary syndication of the Loans a Successful Syndication has been completed (which notice shall be given as promptly as practicable) achieved and (y) the date that is 30 days after thirtieth day following 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; be seven days; (bf) the date location and number of such Borrowing (which shall be a Business Day); (c) the number and location of the Borrower's account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02; and (g) that the conditions set forth in Section 2.02Sections 4.02(b)-(e) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing 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, 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 Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery, facsimile or email, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time (or such request by telephone 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 Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the one Business Day before the date of a the proposed Borrowing Borrowing) or (ii) in the case of a Borrowing of an ABR LoansBorrowing, not later than 12:00 noon., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), on the Business Day prior to the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the account to which funds are to be disbursed; and (dg) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, 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 Interest Period with respect election as to any Eurodollar the Type of Borrowing is specified in any such noticespecified, then the Borrower requested Borrowing shall be deemed to have selected a Eurodollar Borrowing with an Interest Period of one month’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 Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Each Revolving Credit Borrowing, each conversion of a Borrowing from one Type to the other, and each continuation of a Eurodollar Rate Borrowing shall be made upon the Borrower shall notify the Representative’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, 11:00 a.m. (i) three (3) Business Days before prior to the requested date of any Borrowing of, conversion to or continuation of a proposed Eurodollar Rate Borrowing or of any conversion of a Eurodollar Loans Rate Borrowing to a Base Rate Borrowing, and (or such shorter period as may be agreed ii) on the requested date of any Base Rate Borrowing. Each telephonic notice by the Administrative AgentBorrower Representative pursuant to this Section 2.1(b) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall must be confirmed promptly by hand delivery, e-mail or fax delivery to the Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Each Borrowing of, conversion to or continuation of a Eurodollar Rate Borrowing shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof. Except as provided in Sections 2.2(c) and 2.3(c), each Borrowing of or conversion to a Base Rate Borrowing shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof; provided that a Base Rate Borrowing may be in an amount equal to Availability. Each Borrowing Request and (whether telephonic or written) shall specify the following information: (aA) whether the Borrowing then being requested Borrower Representative is to be requesting a Borrowing of Term Loans, Revolving Credit LoansBorrowing, Incremental Term Loans a conversion of Borrowings from one Type to the other, or Incremental Revolving Credit Loans a continuation of Borrowings, (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xB) the requested date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall Borrowing, conversion or continuation, as the case may be given as promptly as practicable) and (y) the date 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; (b) the date of such Borrowing (which shall be a Business Day); , (cC) the number and location principal amount of Borrowings to be borrowed, converted or continued, (D) the account Type of Borrowings to be borrowed or to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such existing Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans andconverted, and (E) if Eurodollar Loansapplicable, the duration of the Interest Period with respect thereto; provided. If the Borrower Representative fails to specify a Type of Borrowing in a Borrowing Request or if the Borrower Representative fails to give a timely notice requesting a conversion or continuation, howeverthen the applicable Borrowing shall be made as, thator converted to, notwithstanding any contrary specification a Base Rate Borrowing. Any such automatic conversion to Base Rate Borrowings shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Borrowing. If the Borrower Representative requests a Borrowing of, conversion to, or continuation of a Eurodollar Rate Borrowing in any such Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no but fails to specify an Interest Period with respect to any Eurodollar Borrowing is specified in any such noticePeriod, then the Borrower shall it will be deemed to have selected specified an Interest Period of one (1) 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 The following procedures apply to Borrowings other than Swing Line Borrowings (see Section 2.4) and drawings under an LC (see Section 2.3): (a) Borrower may request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the by submitting to Administrative Agent of such request a Borrowing Request. The Borrowing Request must be received by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and Agent no later than (i) 12:00 p.m., New York time, noon on the third Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether preceding the Borrowing then being requested is to be a Date for any LIBOR Rate Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xii) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made 11:00 a.m. on the Funding Borrowing 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; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as for any ABR Loans or Eurodollar Loans 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 2.02Borrowing. 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 notify each Lender of its receipt of any Borrowing Request and its contents. A Borrowing Request is irrevocable and binding on Borrower. (b) By 2:00 p.m. on the applicable Lenders Borrowing Date, each Lender shall remit its Pro Rata Part of any notice given each requested Borrowing by wire transfer to Administrative Agent pursuant to this Section 2.03 Administrative Agent’s wire transfer instructions on Schedule 1 (or as otherwise directed by Administrative Agent) in funds that are available for immediate use by Administrative Agent. Subject to receipt of such funds, Administrative Agent shall make such funds available to Borrower as directed in the Borrowing Request (unless Administrative Agent has actual knowledge that any applicable condition precedent has not been satisfied by Borrower and the contents thereofhas not been waived by Majority Lenders). (c) Absent contrary written notice from a Lender, and of Administrative Agent may assume that each Lender’s portion Lender has made its Pro Rata Part of the requested Borrowing available to Administrative Agent on the applicable Borrowing Date, and Administrative Agent may, in reliance upon such assumption (but is not required to), make available to Borrower a corresponding amount. If a Lender fails to make its Pro Rata Part of any requested Borrowing available to Administrative Agent on the applicable Borrowing Date, Administrative Agent may recover the applicable amount on demand (i) from that Lender, together with interest at the Federal Funds Effective Rate for the period commencing on the date the amount was made available to Borrower by Administrative Agent and ending on (but excluding) the date Administrative Agent recovers the amount from that Lender or (ii) if that Lender fails to pay its amount upon demand, then from Borrower, together with interest at an annual interest rate equal to the rate applicable to the requested Borrowing for the period commencing on the Borrowing Date and ending on (but excluding) the date Administrative Agent recovers the amount from Borrower. No Lender is responsible for the failure of any other Lender to make its Pro Rata Part of any Borrowing.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, (a) one Business Day before a proposed Borrowing of Eurodollar Loans on the Funding Date and (b) three Business Days before a proposed Borrowing of Eurodollar Loans or SOFR Loans on any other date (or or, in each case, such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (ai) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans Loans; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xii) the date of such Borrowing (which shall be a Business Day); (iii) the Administrative Agent shall have notified the Borrower that the primary syndication number and location of the Loans has been completed account to which funds are to be disbursed; (which notice shall be given as promptly as practicableiv) the amount of such Borrowing (stated in the Available Currency); and (yv) whether the date that is 30 days after Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans, Eurodollar Loans or SOFR Loans and, if Eurodollar Loans or SOFR Loans, the Closing Date)Interest Period with respect thereto; 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; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 Interest Period with respect to any Eurodollar Borrowing or SOFR 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. Notwithstanding anything to the contrary set forth herein, no request for Borrowing of Eurodollar Loans may be made for a Borrowing Date occurring after June 30, 2023.

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the applicable Borrower shall notify deliver, by hand delivery or telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with SECTION 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Term Revolving Loans, Revolving Credit Loans, Incremental U.S. Term Loans or Incremental Revolving Credit Loans Canadian Term Loans; (provided thatb) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the Borrower shall not be permitted to request a Eurodollar Borrowing with an initial Interest Period in excess to be applicable thereto, which shall be a period contemplated by the definition of one month the term "Interest Period"; PROVIDED that until the earlier of (x) the date on which the Administrative Syndication Agent shall have notified the U.S. Borrower that the primary syndication of the Loans a Successful Syndication has been completed (which notice shall be given as promptly as practicable) achieved and (y) the date that is 30 60 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; be seven days; (bf) the date of such Borrowing (which shall be a Business Day); (c) the location and number and location of the applicable Borrower's account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which 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, 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 duration's duration (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 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m.delivering, New York timeby hand delivery or telecopier, three Business Days before a proposed duly completed and executed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by Request to the Administrative AgentAgent (i) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing comprised of Eurodollar Loans, not later than 11:00 a.m., New York City time, three Business Days prior to the requested date of the proposed Borrowing or (ii) in the case of a Borrowing comprised of ABR Loans, not later than 10:00 a.m., New York City time, on the requested date of the proposed borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, such Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the requested date of such Borrowing (Revolving Borrowing, which shall be a Business Day); ; (c) whether such Revolving Borrowing is to be for ABR Loans or Eurodollar Loans; (d) in the number and location 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 of Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (f) that the conditions set forth in Section 2.02Sections 4.02(b)-(d) have been satisfied as of the date of the Borrowing Request. If no election as to the Type of Loans is specified, then the requested Revolving Borrowing shall be deemed to be for Eurodollar Loans with an Interest Period of one month’s duration. 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 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 pro rata portion of the Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Term Loan the Borrowing or a Revolving Credit Borrowingon the Closing Date, the Borrower shall notify deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent of such request by telephone Agent, a duly completed and executed Borrowing Request to the Administrative Agent, not later than 12:00 p.m., New York City time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent1) and no later than 12:00 p.m., New York time, on the one Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) 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”; and (e) the location and number and location of the account to which funds are to be disbursed; (d) . If no election as to the amount Type of such Borrowing (stated in is specified, then the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 Interest Period with respect to any be 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 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 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 Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days (or U.S. Government Securities Business Days in the case of SOFR Borrowings) before a proposed Borrowing of Eurodollar Loans or SOFR Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day (or U.S. Government Securities Business Day in the case of an ABR Borrowing of Revolving Credit Loans) before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or, Eurodollar Loans or Eurodollar SOFR Loans and, if Eurodollar Loans or SOFR 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 Interest Period with respect to any Eurodollar Borrowing or SOFR 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 To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Additional Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a LIBOR Borrowing; (e) in the case of a LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the 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, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested LIBOR 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 To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery, telecopier or, to the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and no the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent not later than 12:00 p.m.10:00 a.m., New York timeIndia Standard Time, on the three (3) Business Day Days before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written irrevocable (provided that if such Borrowing Request indicates that it is conditioned upon the effectiveness of other credit facilities or any other financing, sale or other transaction, such Borrowing Request may be revoked if such credit facilities, other financing, sale or other transaction is not consummated) and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); Day occurring on or prior to the Commitment Termination Date; (c) the initial Interest Period, which shall be three months; (d) the location and number and location of the account to which funds are to be disbursed; disbursed (d) which shall be an account of Standard Chartered Bank for the purpose of applying such amount directly to the repayment of such Borrowing (stated in the Available CurrencyInitial Secured Term Loans); and and (e) whether that the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 conditions set forth in Section 2.024.02 will be satisfied on the Closing Date. If Subject to the first proviso in the definition of “Interest Period,” if no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one three 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 To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 12:30 p.m., New York City time, three on the third Business Days Day before a the date of the proposed Borrowing of Eurodollar Loans (or such shorter period later time as may be agreed by reasonably acceptable to the Administrative Agent, in the case of any Borrowing, or the Issuing Bank, in the case of any issuance, amendment, extension or renewal of a Letter of Credit) and no or (ii) in the case of an ABR Borrowing, not later than 12:00 12:30 p.m., New York City time, on the Business Day before of the date of a proposed Borrowing (provided that such notice shall be delivered not later than 12:30 p.m., New York City time, one (1) Business Day prior to the Closing Date in the case of a Borrowing of ABR Loansthe Credit Extensions on the Closing Date). Each such telephonic Borrowing Request shall be irrevocableirrevocable (provided that a Borrowing Request in respect of the Credit Extensions on the Closing Date, and shall or in connection with any Permitted Acquisition or other transaction permitted under this Agreement, may, subject to Section 2.13, be confirmed promptly conditioned on the closing of the Acquisition or such Permitted Acquisition or other transaction, as applicable, to the extent revocation of such notice is received by hand delivery, e-mail or fax written notice to the Administrative Agent no later than 12:30 p.m., New York City time on the date of a written Borrowing Request such proposed Borrowing) and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Loans or Term Loans or Incremental Revolving Credit Loans (provided that, specifying the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of Class thereof); (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (yc) the date that is 30 days after currency in which such Loans are to be denominated (limited to Dollars or, other than in the Closing Date); provided, however, that the initial Interest Period case of any Eurodollar Borrowing made on Loan requested under 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; US Dollar Revolving Commitments, an Alternative Currency); (bd) the date of such Borrowing (Borrowing, which shall be a Business Day; (e) other than in the case of Loans in any Alternative Currency (which shall be in the form of a Eurodollar Borrowing); , whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (cf) 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”; (g) the location and number and location of the Borrower’s account to which funds are to be disbursed; and (dh) that the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 conditions set forth in Section 2.024.02(b) and (c) are satisfied as of the date of such Borrowing, after giving effect thereto, except in the case of a Borrowing made on the Closing Date. If no election as to the Type of Borrowing is specified, then (i) in the case of any Borrowing in Dollars, the requested Borrowing shall be an ABR Borrowing and (ii) in the case of any Borrowing in any Alternative Currency, the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. 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 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders Class of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the pro rata amount and currency of such Lender’s portion Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the applicable Borrower shall notify deliver, by hand delivery or telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Term Revolving Loans, Revolving Credit Loans, Incremental U.S. Term Loans or Incremental Revolving Credit Loans Canadian Term Loans; (provided thatb) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the Borrower shall not be permitted to request a Eurodollar Borrowing with an initial Interest Period in excess to be applicable thereto, which shall be a period contemplated by the definition of one month the term “Interest Period”; provided that until the earlier of (x) the date on which the Administrative Syndication Agent shall have notified the U.S. Borrower that the primary syndication of the Loans a Successful Syndication has been completed (which notice shall be given as promptly as practicable) achieved and (y) the date that is 30 60 days after the Closing Third Amendment Effectiveness Date); provided, however, that the initial Interest Period of for any Eurodollar Borrowing made on the Funding Date Term Loans 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; be seven days; (bf) the date of such Borrowing (which shall be a Business Day); (c) the location and number and location of the applicable Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which 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, 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 Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing the Closing Date or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR LoansClosing Date. Each such telephonic The Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such the Borrowing, which shall be the Closing Date (and a Business Day); (c) whether the Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) in the case of 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"; (ce) the location and number and location of the Borrower's account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (f) that the conditions set forth in Section 2.02Sections 4.01(r)-(s) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing 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 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 Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the give Administrative Agent notice of such request each Borrowing by telephone not later than 12:00 p.m., New York time, three Business Days before means of a proposed Borrowing of Eurodollar Loans Request Form containing the information required therein and delivered (by hand or such shorter period as may be agreed by the mechanically confirmed facsimile) to Administrative Agent) and Agent no later than 12:00 p.m.5:00 p.m. (New York, New York NY time, ) on the Business Day before day prior to which the date Borrowing is desired to be funded. Each Borrowing shall be in an amount no less than $[***] up to the Maximum Facility Amount less outstanding Borrowings. Administrative Agent at its option may accept telephonic requests for such Borrowings, provided that such acceptance shall not constitute a waiver of a proposed Borrowing in the case Administrative Agent’s right to require delivery of a Borrowing Request Form in connection with subsequent Borrowings. Any telephonic request for a Borrowing by Borrower shall be promptly confirmed by submission of ABR Loans. Each such telephonic a properly completed Borrowing Request shall be irrevocableForm to Administrative Agents, and shall be confirmed promptly by hand delivery, e-mail or fax but failure to the Administrative Agent of deliver a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower Form shall not be permitted a defense to request payment of the Borrowing. No Lender shall have liability to Borrower for any loss or damage suffered by ▇▇▇▇▇▇▇▇ as a Eurodollar Borrowing with an Interest Period in excess result of one month until the earlier ▇▇▇▇▇▇▇’ honoring of (x) the date the any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Administrative Agent by ▇▇▇▇▇▇▇▇ and Lenders shall have notified no duty to verify the origin of any such communication or the identity or authority of the Person sending it. Subject to the terms and conditions of this Agreement, each Borrowing shall be made available to Borrower by depositing the same, in immediately available funds, in an account of Borrower designated by ▇▇▇▇▇▇▇▇ maintained with Administrative Agent at the Principal Office. If, after giving effect to a requested Borrowing, there is a Borrowing Base Deficiency, or if Administrative Agent determines (either then or on any later day in the course of reviewing the same) that the primary syndication of Borrowing Request Form submitted to it is incomplete or incorrect in any material respect, then Lenders shall withhold the Loans has been completed (which notice entire Borrowing until Borrower shall be given as promptly as practicable) and (y) the date have demonstrated to Administrative Agent’s reasonable satisfaction 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; Request Form is in fact not (bor is no longer) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans incomplete or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification incorrect in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. 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 Borrowingmaterial respect.

Borrowing Procedure. In order to To request a Term Loan Borrowing or a Revolving Credit Borrowingon the Effective Date, the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m.10:30 a.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York City time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR LoansEffective Date. Each such Such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, e-mail delivery or fax telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xi) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed requested Borrowing; (which notice shall be given as promptly as practicable) and (yii) the date that is 30 days after the Closing proposed Effective 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; (b) the date of such Borrowing (which shall be a Business Day); (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (iv) in the 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”; and (cv) the location and number and location of the Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements set forth in of Section 2.022.04. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing 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 The following procedures apply to Borrowings: (a) Borrowers may request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the by submitting to Administrative Agent a Borrowing Request; PROVIDED, HOWEVER, that Borrowers may not request more than three (3) Borrowings (other than a Continuation or Conversion of such request an existing Borrowing) in any calendar month. The Borrowing Request must be received by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and Agent no later than 12:00 p.m.11:00 a.m. on (i) the third (3rd) Business Day preceding the Borrowing Date for any Eurodollar Borrowing, New York time, on or (ii) the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether preceding the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of Date for 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; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 2.02Base 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 Agent shall promptly advise notify each Lender of its receipt of any Borrowing Request and its contents. A Borrowing Request is irrevocable and binding on Borrowers. (b) By 11:00 a.m. on the applicable Lenders Borrowing Date, each Lender shall remit its Pro Rata Share of any notice given each requested Borrowing by wire transfer to Administrative Agent pursuant to this Section 2.03 Administrative Agent's wire transfer instructions on SCHEDULE 1 (and the contents thereofor as otherwise directed by Administrative Agent) in funds that are available for immediate use by Administrative Agent. Subject to receipt of such funds, Administrative Agent shall make such funds available to Borrowers in Dallas, Texas at 2:00 p.m. on such Borrowing Date (unless it has actual knowledge that any applicable condition precedent has not been satisfied by Borrowers). (c) Absent contrary written notice from a Lender, and of Administrative Agent may assume that each Lender’s portion Lender has made its Pro Rata Share of the requested Borrowing available to Administrative Agent on the applicable Borrowing Date, and Administrative Agent may, in reliance upon such assumption (but is not required to), make available to Borrowers a corresponding amount. If a Lender fails to make its Pro Rata Share of any requested Borrowing available to Administrative Agent on the applicable Borrowing Date, then Administrative Agent may recover the applicable amount on demand (i) from such Lender, together with interest at the Federal Funds Rate for the period commencing on the date the amount was made available to Borrowers by Administrative Agent and ending on (but excluding) the date Administrative Agent recovers the amount from such Lender, or (ii) if such Lender fails to pay its amount upon Administrative Agent's demand, then from Borrowers, together with interest at an annual interest rate equal to the rate applicable to the requested Borrowing for the period commencing on the Borrowing Date and ending on (but excluding) the date Administrative Agent recovers the amount from Borrowers. No Lender is responsible for the failure of any other Lender to make its Pro Rata Share of any Borrowing.

Borrowing Procedure. In order to To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall 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 12:00 2:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing or (b) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 2:00 p.m., New York City time, on the one Business Day before the date of a the proposed Borrowing; provided that, any such notice of an ABR Revolving Borrowing in to finance the case reimbursement of a Borrowing 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 date of ABR Loansthe proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly not later than 3:00 p.m., New York City time, on such Business Day by hand delivery, e-mail delivery or fax telecopy to the Administrative Agent of a written Borrowing Request substantially in the form of Exhibit C and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) 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”; and (e) the location and number of Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements set forth in of Section 2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing 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 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 On the terms and subject to request the conditions of this Agreement, by delivering a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans Request (or such shorter period as may be agreed by the Administrative Agenta) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of Revolving Loans for operating costs set forth in the Operating Component of the Budget, or for Project Costs set forth in the Construction Component of the Budget, as applicable, or (b) in the case of Delayed Draw Term A-1 Loans15 or Delayed Draw Term B-1 Loans for operating costs set forth in the Operating Component of the Budget, or an Advance Request in the case of Delayed Draw Term A Loans, Delayed Draw Term A-1 Loans or Delayed Draw Term B-1 Loans for Project Costs set forth in the Construction Component of the Budget, to the Administrative Agent on or before 10:00 a.m., New York City time, on a Business Day, Greektown Holdings may from time to time irrevocably request, on not less than one Business Day’s notice in the case of Base Rate Loans, or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five (5) Business Days’ notice, that a Borrowing be made. On the terms and subject to the conditions of ABR Loans. Each such telephonic this Agreement, each Borrowing Request shall be irrevocablecomprised of the type of Loans, and shall be confirmed promptly made on the Business Day, specified in such Borrowing Request or Advance Request, as applicable, executed by hand deliveryan Authorized Representative of the Borrowers and the Subsidiary Guarantors to the effect that (i) the proposed Credit Extension and its intended use are consistent with the terms of the Loan Documents and the Budget and are necessary, e-mail after giving effect to the application of Available Cash as set forth herein, (ii) the Borrowers and the Subsidiary Guarantors have observed or fax performed all of their covenants and other agreements and have satisfied in all material respects every condition contained in the Loan Documents to be observed, performed or satisfied by one or more of them, and (iii) such Authorized Representative has no knowledge of any Default. On or before 2:00 p.m. (New York City time) 15 Amended by the Fourth Amendment to DIP Credit Agreement. on such Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s Percentage of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is Borrowing. Such deposit will be made to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date account which the Administrative Agent shall have notified specify from time to time by notice to the Borrower that Lenders. To the primary syndication of extent funds for Loans are received from the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); providedLenders, 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 shall make such funds available to the Borrowers by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of wire transfer to the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated specified in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans Borrowing Request or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Advance Request, each requested Borrowing shall comply with as the requirements set forth in Section 2.02. 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 Borrowingcase may be.

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the applicable Borrower shall notify deliver, by hand delivery or telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans, U.S. Term B-3 Loans or Canadian Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until 60 days after the Fifth Amendment Effectiveness Date, the Interest Period for any U.S. Term B-3 Loans shall be, at the option of Borrower, seven days, one, two or three months; (cf) the location and number and location of the applicable Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which 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, 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 To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower Agent shall notify deliver, by hand delivery, facsimile (or by telephone confirmed promptly in writing by facsimile or other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time (or such request by telephone later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 12:00 p.m.noon, New York time, three Business Days before a proposed Borrowing of Eurodollar Loans City time (or such shorter period later time on such Business Day as may be agreed by reasonably acceptable to the Administrative Agent), one (1) and no later than 12:00 p.m., New York time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) 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”; (e) the location and number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (f) with respect to each Credit Extension made after the Closing Date, that the 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 Interest Period with respect election as to any Eurodollar the Type of Borrowing is specified in any such noticespecified, then the Borrower requested Borrowing shall be deemed to have selected a Eurodollar Borrowing with 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 To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy or e-mail no later than one Business Day following such request) (i) in the case of a Eurodollar Revolving Borrowing, not later than 12:00 1:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing or in the case of Eurodollar Loans an ABR Borrowing (or such shorter period as may be agreed by the Administrative Agentother than Swingline Loans) and no not later than 12:00 1:00 p.m., New York City time, on the Business Day before of the date of a proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, e-mail delivery or fax telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Revolving Borrowing or a Swingline Loan; (b) the aggregate amount of Term Loanssuch Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Revolving Credit Loans, Incremental Term Loans or Incremental Borrowing; (e) in the case of a Eurodollar Revolving Credit Loans (provided thatBorrowing, the Borrower shall not be permitted to request a Eurodollar Borrowing with an initial Interest Period in excess to be applicable thereto, which shall be a period contemplated by the definition of one month the term "Interest Period"; provided, that until the earlier of (xi) the date on which the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans Commitments has been completed (which notice shall be given as promptly as practicable) and (yii) the date that which is 30 180 days after the Original 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; be one month; (bf) the date location and number of such Borrowing (which shall be a Business Day); (c) the number and location of the Borrower's account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02; and (g) that the 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, 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 To request a Revolving Borrowing or Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery, facsimile or email a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Term SOFR Borrowing, not later than 12:00 2:00 p.m., New York City time three Business Days before the date of the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent) (or, in the case of Term SOFR Borrowings that are Term Loan Borrowings to be made on the Closing Date, not later than 2:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing Borrowing), (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.noon, New York time, City time on the Business Day before prior to the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent), (iii) in the case of Alternative Currency Loans, no later than 2:00 p.m. New York City time four Business Days prior to the requested date of a proposed any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation (or such later time as may be reasonably acceptable to the Administrative Agent), or (iv) in the case of a Term SOFR Borrowing denominated in a Special Notice Currency, five Business Days before the date of the proposed Borrowing; provided that any notice of a Borrowing to be made on the Closing Date (whether a Term SOFR Borrowing or ABR Borrowing) may be given not later than (x) for a Borrowing of ABR Revolving Loans, 2:00 p.m. New York City time (or such later time as the Administrative Agent may reasonably agree), two (2) Business Days prior to the date of the proposed Borrowing and (y) for a Term Loan Borrowing, 2:00 p.m. New York City time (or such later time as the Administrative Agent may reasonably agree), one (1) Business Day prior to the date of the proposed Borrowing, in each case, which notice may be subject to the effectiveness of this Agreement. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax irrevocable (subject to the Administrative Agent last paragraph of a written this Section 2.03) (provided that such Borrowing Request may be conditioned upon the occurrence of any event specified therein) and shall specify the following information: information in compliance with ‎Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing, a Term SOFR Borrowing, an Alternative Currency Daily Rate Borrowing, or an Alternative Currency Term Rate Borrowing; (e) in the case of a Term SOFR Borrowing or an Alternative Term Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the account to which funds are to be disbursed; ; (dg) the amount identity of the Borrower or Borrowers requesting such Borrowing Borrowing; and (stated in the Available Currency); and (eh) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; providedto each Credit Extension, howeverthat the conditions set forth in ‎Section 4.02(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, that, notwithstanding any contrary specification in any Borrowing Request, each then the requested Borrowing shall comply be a Term SOFR Borrowing, with an Interest Period of one month’s duration, in the requirements set forth case of any Loan denominated in Section 2.02Dollars, or an Alternative Currency Term Rate Borrowing, with an Interest Period of one month’s duration, in the case of any Loan denominated in Euros or Canadian Dollars. If no a Borrower requests a Term SOFR Borrowing or an Alternative Currency Term Rate Borrowing but fails to specify an Interest Period with respect to any Eurodollar Borrowing is specified in any Period, such notice, then the Borrower shall will be deemed to have selected specified 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 Lenderthe amount of such ▇▇▇▇▇▇’s portion Loan to be made as part of the requested Borrowing. The Borrowing Request in respect of any Loans on the Closing Date or in connection with any Permitted Acquisition or other permitted Investment, or any Incremental Facility, Extension Amendment or Credit Agreement Refinancing Indebtedness, in each case after the Closing Date, may be rescinded or revised to change the requested date for the making of the Loans contemplated thereby, by the Borrower upon written notice to the Administrative Agent on or prior to 10:00 a.m. New York City time on the date of the proposed Borrowing (or such later time as the Administrative Agent may approve in its sole discretion).

Borrowing Procedure. In order (a) Each Lender shall make each Term B Loan to be made by it on the Closing Date by wire transfer of immediately available funds, to such account in New York City as the Administrative Agent may designate, not later than 12:00 (noon), New York City time. The Administrative Agent shall promptly apply such funds as follows: (i) credit $33,916,666.67 to the Interest Reserve Account, $54,764,980 to the Club Loan Proceeds Account and $86,281,039.31 to the General Loan Proceeds Account and (ii) disburse to the Borrower, to an account designated by the Borrower, the remainder of such funds, to be used by the Borrower to reimburse and fund Permitted Purposes incurred prior to or following the Closing Date. (b) To request an Incremental Revolving Facility Borrowing and/or a Term Loan Borrowing or a Revolving Credit Borrowingother than the Term B Loans to be made on the Closing Date, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m.10:00 a.m., New York timeLocal Time, three Business Days before a the date of any proposed Borrowing or (b) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York timeLocal Time, on the one Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, e-mail delivery or fax telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (ai) whether the such Borrowing then being requested is to be a Borrowing of Term Loans, Incremental Revolving Credit Facility Loans, Incremental Term Loans with terms identical to those of the Term B Loans or Incremental Revolving Credit Term Loans that are Other Term Loans; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xii) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed requested Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (biii) the date of such Borrowing (Borrowing, which shall be a Business Day); (iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (cvi) the location and number and location of the Borrower’s account to which funds are to be disbursed; (d) . If no election as to the amount currency of such any Incremental Revolving Facility Borrowing (stated in is made, then the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 be made in Dollars. If no election as to the requirements set forth Type of Incremental Revolving Facility Borrowing or Term Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing in Section 2.02the case of Loans denominated in Dollars. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested Eurocurrency 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 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 Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; (f) the location and number and location of the Borrower's account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the conditions set forth in Section 2.02Sections 4.02(b), (c) and (d)(ii) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing 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 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 Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.noon, New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) 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"; (e) the location and number of Borrower's account to which funds are to be disbursed; and (df) that the amount conditions set forth in Sections 4.02(b)-(c) have been satisfied as of such the date of the notice. If no election as to the Type of Borrowing (stated in is specified, then the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 2.02be 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 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 Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify deliver, by hand delivery or telecopy (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing (except that in the case of proposed Eurodollar Loans (or Borrowings on the Closing Date, such shorter period as Borrowing Request may be agreed by the Administrative Agent) and no delivered not later than 12:00 p.m.9:00 a.m., New York City time, on the Business Day before the date of a proposed Borrowing Closing Date) or (ii) in the case of a Borrowing an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of ABR Loansthe proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto; (f) the location and number and location of the Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the 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, 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 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 The following procedures apply to request Borrowings: (a) Each Borrowing shall be made on the Company's notice (a Term Loan Borrowing or a Revolving Credit "Notice of Borrowing, ," substantially in the Borrower shall notify the form of Exhibit B-1) to Administrative Agent requesting that Lenders fund a Borrowing on a certain date (the "Borrowing Date"), which notice (i) shall be irrevocable and binding on the Company, (ii) shall specify the Borrowing Date, amount, Type, and (for a Borrowing comprised of such request Eurodollar Rate Borrowings) Interest Period, and (iii) must be received by telephone not Administrative Agent no later than 12:00 p.m.11:00 a.m. New York, New York time, three time on the third (3rd) Business Days before a proposed Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or on the Borrowing Date for any Base Rate Borrowing. Administrative Agent shall timely notify each Lender with respect to each Notice of Eurodollar Loans Borrowing. (or such shorter period as may be agreed by the b) Each Lender shall remit its Pro Rata Part of each requested Borrowing to Administrative Agent) and no later than 12:00 p.m.'s principal office in New York, New York, in funds which are or will be available for immediate use by Administrative Agent by 1:00 p.m. New York, New York time, time on the Business Day before Borrowing Date therefor. Subject to receipt of such funds, Administrative Agent shall (unless to its actual knowledge any of the date of a proposed Borrowing in conditions precedent therefor have not been satisfied by the case of a Borrowing of ABR Loans. Each Company or waived by Determining Lenders) make such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax funds available to the Company by causing such funds to be deposited to the Company's account as designated to Administrative Agent of a written Borrowing Request and shall specify by the following information: (a) whether Company. Notwithstanding the Borrowing then being requested is to be a Borrowing of Term Loansforegoing, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the unless Administrative Agent shall have been notified the Borrower by a Lender prior to a Borrowing Date that the primary syndication such Lender does not intend to make available to Administrative Agent such Lender's Pro Rata Part of the Loans applicable Borrowing, Administrative Agent may assume that such Lender has made such proceeds available to Administrative Agent on such date, as required herein, and Administrative Agent may (unless to its actual knowledge any of the conditions precedent therefor have not been completed satisfied by the Company or waived by Determining Lenders), in reliance upon such assumption (which notice but shall not be required to), make available to the Company a corresponding amount in accordance with the foregoing terms, but, if such corresponding amount is not in fact made available to Administrative Agent by such Lender on such Borrowing Date, Administrative Agent shall be given as promptly as practicableentitled to recover such corresponding amount on demand (i) from such Lender, together with interest at the Federal Funds Rate during the period commencing on the date such corresponding amount was made available to the Company and ending on (ybut excluding) the date that is 30 days after Administrative Agent recovers such corresponding amount from such Lender, or (ii) if such Lender fails to pay such corresponding amount forthwith upon such demand, then from the Closing Date); providedCompany, however, that together with interest at a rate per annum equal to the initial Interest Period of any Eurodollar applicable rate for such Borrowing made during the period commencing on the Funding Date shall commence on the Funding such Borrowing Date and end ending on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (bbut excluding) the date of Administrative Agent recovers such Borrowing (which corresponding amount from the Company. No Lender shall be a Business Day); (c) responsible for the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 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 failure of any notice given pursuant other Lender to this Section 2.03 (and the contents thereof), and make its Pro Rata Part of each Lender’s portion of the requested any Borrowing. SECTION 3 TERMS OF PAYMENT

Borrowing Procedure. In order to To request a Revolving Borrowing or Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery, facsimile or email (or by telephone confirmed promptly in writing by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time (or such request by telephone 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 Business Days before a proposed Borrowing of Eurodollar Loans one (or such shorter period as may be agreed by the Administrative Agent1) and no later than 12:00 p.m., New York time, on the Business Day before the date of a the proposed Borrowing Borrowing) or (ii) in the case of an ABR Borrowing, (x) not later than 12:00 noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), on the Business Day prior to the proposed Borrowing or (y), solely in connection with a request for any Revolving Borrowing which constitutes an ABR Borrowing (in an aggregate principal amount of all such Revolving Borrowings which constitute ABR LoansBorrowings outstanding at any time not to exceed $10,000,000), not later than 1:00 p.m., New York City time on the same Business Day as the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the account to which funds are to be disbursed; and (dg) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, 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 Interest Period with respect election as to any Eurodollar the Type of Borrowing is specified in any such noticespecified, then the Borrower requested Borrowing shall be deemed to have selected a Eurodollar Borrowing with an Interest Period of one month’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 Loan to be made as part of the requested Borrowing. The Borrowing Request in respect of any Loans on the Closing Date or in connection with any Permitted Acquisition or other permitted Investment, or any Incremental Facility, Extension Amendment or Credit Agreement Refinancing Indebtedness, in each case after the Closing Date, may be rescinded or revised by the Borrower to change the requested date for the making of the Loans contemplated thereby upon written notice to the Administrative Agent on or prior to 10:00 a.m. New York City time on the date of the proposed Borrowing (or such later time as the Administrative Agent may approve in its sole discretion).

Borrowing Procedure. In order to request By delivering a Term Revolving Loan Borrowing Request to the Agent on a Business Day on or a Revolving Credit Borrowingbefore 10:00 a.m. (New York City time), the Borrower may from time to time irrevocably request a Loan to be made (a) (i) in respect of any Borrowing comprised of Revolving Loans denominated in Dollars bearing interest at the LIBO Rate, on not less than three nor more than five Business Days’ notice, and in respect of any Borrowing comprised of (ii) Revolving Loans denominated in an Alternate Currency bearing interest at the LIBO Rate, on not less than five nor more than ten Business Days, notice and (b) in respect of any Borrowing comprised of Revolving Loans denominated in Dollars bearing interest at the Alternate Base Rate, on not less than one Business Day’s notice. Each Revolving Loan Borrowing Request must be in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000, or the Foreign Currency Equivalent thereof in the case of Revolving Loans made in an Alternate Currency. Subject to the terms and conditions of this Agreement, each Revolving Loan Borrowing shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, made on the Business Day specified in the Revolving Loan Borrowing Request therefor. On such Business Day, each Lender shall deposit in an account maintained with the Agent same day funds, on or before the date of a proposed Borrowing 11:00 a.m. (New York City time) (or, in the case of Loans denominated in a currency other than Dollars, on or before a mutually agreed upon time), in an amount equal to such Lender’s Percentage of the requested Revolving Loan Borrowing of ABR Loansin the relevant currency, such deposit to be made to such account as the Agent shall specify from time to time by notice to the Lenders. Each such telephonic Borrowing Request No Lender’s obligation to make any Loan shall be irrevocable, and shall be confirmed promptly affected by hand delivery, e-mail or fax any other Lender’s failure to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of make any Eurodollar Borrowing made Loan. If 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; (b) the date of such the Revolving Loan Borrowing (which shall be a Business Day); (c) there are Swing Line Loans outstanding, then the number and location of the account to which funds are to be disbursed; (d) the amount proceeds of such Borrowing (stated shall be applied, first, to the payment in full of any such Swing Line Loans, and second, to the Borrower as provided in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Revolving Loan Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. 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 To request a Term Loan Borrowing or a Revolving Credit Borrowing, the relevant Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) 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”; (e) the location and number of the relevant Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (f) that the 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, 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 relevant 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 Term Loan Borrowing (c) In addition to the accounts and records referred to in Section 2.04(a) and (b), each or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts request by telephone not later than 12:00 p.m., New York time, (a) one Business Day before a or records and, in the case of the Administrative Agent, entries in the Register, evidencing the proposed Borrowing of Eurodollar Loans on the Initial Funding Date or the Delayed Draw Funding purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. Date and (b) three Business Days before a proposed Borrowing of Eurodollar Loans on any other In the event of any conflict between the accounts and records maintained by the Administrative date (or or, in each case, such shorter period as may be agreed by the Administrative Agent) and no Agent and the accounts and records of any Lender in respect of such matters, the Register shall later than 12:00 p.m., New York time, on the Business Day before the date of a proposed control in the absence of manifest error. Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the (d) The entries made in the Register maintained pursuant to Section 2.04(b) and (c) Administrative Agent of a written Borrowing Request and shall specify the following information: shall be prima facie evidence of the existence and amounts of the obligations therein recorded; (ai) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving provided, however, that the failure of any Lender or the Administrative Agent to maintain such Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans; (ii) the date of accounts or any error therein shall not in any manner affect the obligations of the applicable such Borrowing (which shall be a Business Day); (iii) the number and location of the account to Borrower to repay the Loans in accordance with their terms. which funds are to be disbursed; (iv) the amount of such Borrowing (stated in the Available Currency); and (v) whether the Loans being made pursuant to such Borrowings are to be initially (e) Any Lender may request that Loans made by it hereunder be evidenced by a maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with promissory note. In such event, the Borrowers shall execute and deliver to such Lender a respect thereto (provided that, the Borrower shall not be permitted to request a Eurodollar promissory note payable to such Lender and its registered assigns and in the form attached hereto Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the as Exhibit G. Notwithstanding any other provision of this Agreement, in the event any Lender Administrative Agent shall have notified the Borrower that the primary syndication of the Loans shall request and receive such a promissory note, the interests represented by such note shall at all has been completed (which notice shall be given as promptly as practicable) and (y) the date that times thereafter (including after any assignment of all or part of such interests pursuant to Section is 30 days after the Closing Date); provided, however, that the initial Interest Period of any 9.04) be represented by one or more promissory notes payable to the payee named therein or its Eurodollar Borrowing made on the Initial Funding Date or the Delayed Draw Funding Date shall commence on the Funding Date and registered assigns. end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 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.SECTION

Borrowing Procedure. In order to To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower Agent shall notify deliver, by hand delivery, facsimile or email, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a EurocurrencySOFR Borrowing, not later than 12:00 2:00 p.m., New York time, City time three Business Days before a the date of the proposed Borrowing of Eurodollar Loans (or such shorter period later time as may be agreed by reasonably acceptable to the Administrative Agent) and no (or, in the case of Eurocurrency Borrowings to be made on the Closing Date, not later than 12:00 2:00 p.m., New York City time, on the one Business Day before the date of a the proposed Borrowing Borrowing) or (ii) in the case of a an ABR Borrowing, not later than 12:00 noon, New York City time on the Business Day prior to the proposed Borrowing of ABR Loans(or such later time as may be reasonably acceptable to the Administrative Agent). Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax irrevocable (subject to the Administrative Agent last paragraph of a written this Section 2.03) (provided that such Borrowing Request may be conditioned upon the occurrence of any event specified therein) and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans [reserved]; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency, a Term SOFR Borrowing or, in the event that the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator pursuant to the definition of “Term SOFR” (after application of the last sentence of clause (a) of such definition) and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, at the option of the Borrower Agent, Daily SOFR Borrowing; (e) in the case of a EurocurrencySOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the account to which funds are to be disbursed; ; (dg) [reserved]; (h) the amount identity of the Borrower or Borrowers requesting such Borrowing Borrowing; and (stated in the Available Currency); and (ei) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, 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 Interest Period with respect election as to any Eurodollar the Type of Borrowing is specified in any such noticespecified, then the Borrower requested Borrowing shall be deemed to have selected a EurocurrencyTerm SOFR Borrowing with an Interest Period of one month’s duration. The If a Borrower requests a EurocurrencySOFR Borrowing but fails to specify an Interest Period, such 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 Lenderthe amount of such ▇▇▇▇▇▇’s portion Loan to be made as part of the requested Borrowing. The Borrowing Request in respect of any Loans on the Closing Date or in connection with any Permitted Acquisition or other permitted Investment, or any Incremental Facility, Extension Amendment or Credit Agreement Refinancing Indebtedness, in each case after the Closing Date, may be rescinded or revised to change the requested date for the making of the Loans contemplated thereby, by the applicable Borrower (or the other applicable borrower thereof) upon written notice to the Administrative Agent on or prior to 10:00 a.m. New York City time on the date of the proposed Borrowing (or such later time as the Administrative Agent may approve in its sole discretion).

Borrowing Procedure. In order to To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, on the one Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loanssuch Borrowing, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, which shall equal the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Commitments; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) 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”; (e) the location and number of Borrower’s account to which funds are to be disbursed; and (df) that the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 conditions set forth in Section 2.024.0l(t) and (u) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing 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 Except with respect to any Roll-Up Borrowing, the borrowing procedure for which is set forth Section 2.23, to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery or facsimile, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m., New York City time, on the one Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (c) the number Class and location initial Type of the Loans comprising such Borrowing; (d) 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”; (e) the location and number of the Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.04; and (f) in the case of a Amenities CapEx Borrowing, accompanied by a certificate of a Responsible Officer of the Borrower (i) identifying the item(s) on Annex A to Schedule 3.12 that are to be paid with the proceeds of such Amenities CapEx Borrowing, (ii) setting forth (x) the aggregate amount of Amenities CapEx Borrowings made at any time prior to such Amenities CapEx Borrowing and (y) the aggregate amount of Amenities CapEx Borrowings made after giving effect to the making of such Amenities CapEx Borrowing (which shall in no event exceed $8,929,873.94 as such amount may be adjusted as provided on Schedule 3.12), (iii) certifying that all proceeds of any previously advanced Amenities CapEx Borrowing have been applied consistent with Annex A to Schedule 3.12 and (iv) attaching a schedule setting forth with specificity (x) the proposed application of the proceeds of such Amenities CapEx Borrowing and (y) the actual application of proceeds of previously advanced Amenities CapEx Borrowings to specific expenditures associated therewith to the extent not set forth on a prior such schedule. Administrative Agent will promptly forward a copy of each such certificate to the Lenders. Administrative Agent shall have three (3) Business Days to review each such certificate and the related request for a Amenities CapEx Borrowing. Such Amenities CapEx Borrowing shall be funded not later than the expiration of such three-Business Day period unless, within such three-Business Day period, Administrative Agent notifies the Borrower in Section 2.02writing that such Amenities CapEx Borrowing does not comply with the terms hereof (together with reasonable detail regarding the basis for such determination). If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing 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 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 Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order By delivery of a Borrowing Request to request a Term Loan Borrowing the Agent on or a Revolving Credit Borrowingbefore 11:00 a.m., New York City time, on any day, the Borrower may request that the Bridge Loan be made on such day. By delivering a Borrowing Request to the Agent at the Agent's Atlanta Office on or before 11:00 a.m., New York City time, on a Business Day, the Borrower may (a) request, on not less than one (1) Business Day's advance notice in the case of Base Rate Loans and not less than three (3) Business Days' advance notice in the case of Eurodollar Loans, that the Term Loan be made on the Merger Consummation Date; and (b) from time to time request, on not less than one (1) nor more than three (3) Business Days' notice, in the case of Base Rate Loans, and not less than three (3) nor more than five (5) Business Days' notice in the case of Eurodollar Loans, that a Borrowing of Revolving Loans be made on the Business Day specified in such Borrowing Request. Borrowings of Base Rate Loans shall notify be in a minimum aggregate amount equal to $250,000 and in integral multiples of $50,000 or, if less, the Administrative Agent amount of the Revolving Loan Availability immediately prior to such request by telephone not later than 12:00 Borrowing. Borrowings of Eurodollar Loans shall be in a minimum aggregate amount of $500,000 and in integral multiples of $100,000. The Term Loan shall be made on the Merger Consummation Date, and each Revolving Loan shall be made on the Business Day specified in the Borrowing Request therefor, which Business Day shall be on or after the Merger Consummation Date. On such Business Day, each Lender shall, on or before 2:00 p.m., New York City time, three Business Days before a proposed Borrowing deposit same day funds with the Agent in an amount equal to such Lender's Percentage of Eurodollar Loans (or the requested Borrowing, such shorter period deposit to be made to such account as may be agreed the Agent shall specify from time to time by notice to the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date Lenders. The proceeds of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request all Borrowings shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax made available to the Administrative Agent Borrower by wire transfer of a written Borrowing Request and shall specify such proceeds to such transferees, or to such accounts of the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term LoansBorrower, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, as the Borrower shall not be permitted to request a Eurodollar have specified in the Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date)Request therefor; provided, however, that in each case the initial Interest Period Agent shall be required to make available to the Borrower the proceeds of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory only to the Administrative Agent specified extent received by it in same day funds from the Borrower in such Borrowing Request; (b) the date of such Borrowing (which Lenders. No Lender's obligation to make any Loan shall be a Business Day); (c) the number and location of the account affected by any other Lender's failure to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding make any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. 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 BorrowingLoan.

Borrowing Procedure. In order to To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request (each, a “Borrowing Request”) in writing (including by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans email transmission) (or such shorter period as may be agreed by the Administrative Agenta) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a SOFR Borrowing, not later than 10:30 a.m., New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) in the case of an ABR LoansBorrowing, not later than 10:30 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic written Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, e-mail or fax email transmission to the Administrative Agent of a written Borrowing Request and (in PDF format) in substantially the form of Exhibit E. Each such written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xi) the date the Administrative Agent shall have notified the Borrower that the primary syndication principal amount of the Loans has been completed requested Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bii) the date of such Borrowing (Borrowing, which shall be a Business Day); (iii) whether such Borrowing is to be an ABR Borrowing or a SOFR Borrowing; (iv) in the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (cv) the location and number and location of the Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements set forth in of Section 2.022.04. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s month duration. The Administrative Promptly following receipt of a Borrowing Request in accordance with this Section, the 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 To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 12:30 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York City time, on the third Business Day before the date of a the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent) or (ii) in the case of a an ABR Borrowing, not later than 12:30 p.m., New York City time, one (1) Business Day prior to the proposed Borrowing (provided that such notice shall be delivered not later than 12:30 p.m., New York City time, one (1) Business Day prior to the Closing Date in the case of ABR Loansthe Credit Extensions on the Closing Date). Each such telephonic Borrowing Request shall be irrevocableirrevocable (provided that a Borrowing Request in respect of the Credit Extensions on the Closing Date, and shall or in connection with any Permitted Acquisition or other transaction permitted under this Agreement, may, subject to Section 2.13, be confirmed promptly conditioned on the consummation of the Transactions or such Permitted Acquisition or other transaction, as applicable, to the extent revocation of such notice is received by hand delivery, e-mail or fax written notice to the Administrative Agent no later than 12:30 p.m., New York City time on the date of a written Borrowing Request such proposed Borrowing) and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans applicable Class thereof; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicablec) and [reserved]; (y) the date 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; (bd) the date of such Borrowing (Borrowing, which shall be a Business Day); (e) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (f) 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”; and (cg) the location and number and location of the Borrower’s account to which funds are to be disbursed; (d) . If no election as to the amount Type of such Borrowing (stated in is specified, then the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 2.02be 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 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders Class of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the pro rata amount and currency of such Lender’s portion Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing under the Revolving Credit Facility or Delayed Draw Term Loan Borrowing or a Revolving Credit BorrowingFacility, the Relevant Borrower shall notify the Administrative Agent of such request by telephone telecopy or electronic transmission (i) in the case of a Borrowing of LIBOR Rate Loans, not later than 12:00 p.m., New York City time, three (3) Business Days before a the date of the proposed Borrowing and (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no a Borrowing of Base Rate Loans, not later than 12:00 p.m., New York City time, on the one Business Day before the date of the proposed Borrowing. Notwithstanding the foregoing, all Borrowings on the Closing Date shall be Borrowings of Base Rate Loans, unless the Administrative Agent shall have received a proposed satisfactory funding indemnity letter and advance written notice pursuant to the terms of this Section 2.03. Each such written Notice of Borrowing shall specify the following information in compliance with Section 2.02: (a) the aggregate amount of such Borrowing; (b) the date of such Borrowing, which shall be a Business Day; (c) whether such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate Loans; (d) in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term LIBOR Rate Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; (b) the date of such Borrowing (be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (ce) the location and number and location of the account to which funds are to be disbursed; ; (df) the amount of such Borrowing (stated in the Available Currency); and (e) whether Facility under which the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans andborrowed; (g) in the case of a Delayed Draw Term Loan Borrowing, if Eurodollar the maturity date of such Delayed Draw Term Loans, which shall be six, seven, eight, nine or ten years from the Interest Period with respect theretodate of such Borrowing; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with and (h) that the requirements conditions set forth in Section 2.026 or Section 7, as applicable, are satisfied or waived as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Borrowing of Base Rate Loans. If no Interest Period is specified with respect to any Eurodollar requested Borrowing is specified in any such noticeof LIBOR Rate Loans, then the Relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. 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 Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Notice of Borrowing to the Administrative Agent (i) in the case of such request by telephone a LIBOR Borrowing, not later than 12:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no a Base Rate Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, on the Business Day before of the date of a proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Notice of Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: . (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (c) whether such Borrowing is to be an Base Rate Borrowing or a LIBOR Borrowing; (d) in the number and location case of a LIBOR Borrowing, 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 of Borrower’s account to which funds are to be disbursed; ; (f) that the conditions set forth in Sections 2.2(b), (c) and (d) have been satisfied as of the amount date of such the notice. If no election as to the Type of Borrowing (stated in is specified, then the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 2.02be an Base Rate Borrowing. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested LIBOR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Promptly following receipt of a Notice of Borrowing in accordance with this Section, the 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 Term Loan Borrowing or a Revolving Credit Borrowing, the (a) Borrower shall notify the and submit a Borrowing Request to Administrative Agent of such request by telephone in writing not later than 12:00 p.m., 10:00 AM (New York City time, three ) five (5) Business Days before a proposed Borrowing each requested Borrowing, specifying the amount of Eurodollar Loans (or such shorter period as may the Revolving Loan to be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loansmade. Each such telephonic Such Borrowing Request shall be certified by a Financial Officer (or such other authorized Person as Borrower directs from time to time) of Borrower. Each Borrowing Request required hereunder (i) shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and (ii) shall specify the following information: amount of the proposed Borrowing of Revolving Loans, (aiii) whether shall specify the proposed Borrowing then being requested is to date, which shall be a Permitted Borrowing Date and (iv) shall specify wire transfer instructions in accordance with such Borrowing shall be funded. (b) [Reserved]. (c) Borrower shall be entitled to deliver only two (2) Borrowing Requests during each calendar month. Notwithstanding anything to the contrary herein, for purposes of Term Loansclarification, Revolving Credit Loansit is hereby agreed that during each calendar month there shall be only, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, and the Borrower shall not be permitted entitled to request a Eurodollar specify more than, two (2) Permitted Borrowing with an Interest Period in excess of one month until the earlier of Dates. (xd) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which give to each applicable Lender with a Commitment prompt notice shall be given as promptly as practicable) and (y) the date 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; (b) the date of such Administrative Agent’s receipt of written notice from Borrower of each Borrowing (Request. On the date on which shall be a Business Day); (c) the number and location of the account to which funds are Borrowing is requested to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Requestapplicable Notice of Borrowing, each requested Borrowing shall comply with applicable Lender will make available to Administrative Agent at the requirements address of Administrative Agent set forth in Section 2.029.01, in immediately available funds, its Applicable Commitment Percentage of such Borrowing requested to be made and, subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Loan Parties contained herein, each Lender holding a Commitment shall make its pro rata share of the proposed Revolving Loans on the applicable Permitted Borrowing Date in immediately available funds in accordance with the terms of such Borrowing Request. If no Interest Period with respect to any Eurodollar Borrowing is specified Upon fulfillment of the conditions set forth in any clauses (i) and (ii) of Section 2.01 and Article IV for such noticeBorrowing, then such funds as have been requested by 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 Borrowingdisbursed in accordance with such Borrowing Request.

Borrowing Procedure. In order to request a Term Loan Borrowing (other than a deemed Borrowing pursuant to Section 2.01(a) or Section 2.02(f), as to which this Section 2.03 shall not apply), a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (promptly confirmed by electronic communication) or shall hand deliver or send by electronic communication to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Term SOFR Borrowing or a Term C▇▇▇▇ Borrowing, not later than 12:00 1:00 p.m., New York City time, three Business Days (or such later time as the Administrative Agent may reasonably agree), before a proposed Borrowing (or, in the case of Eurodollar Loans a Borrowing on the Eighth Amendment Effective Date, prior to 1:00 p.m. New York City time on the Business Day immediately preceding the proposed Borrowing (or such shorter period later time as may be agreed by the Administrative AgentAgent may reasonably agree)), (b) and no in the case of an ABR Borrowing or a Daily Simple SOFR Borrowing, not later than 12:00 1:00 p.m., New York City time, on the Business Day before the date of a proposed Borrowing (or such later time as the Administrative Agent may reasonably agree) and (c) in the case of a Canadian Base Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before a proposed Borrowing of ABR Loans(or such later time as the Administrative Agent may reasonably agree). Each such telephonic Subject to the second proviso below, each Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, e-mail or fax to the Administrative Agent on behalf of a written Borrowing Request Borrower and shall specify the following information: (ai) whether the Borrowing then being requested is to be a Term Borrowing of or a Revolving Borrowing, and whether such Borrowing is to be a Term LoansSOFR Borrowing, Revolving Credit LoansDaily Simple SOFR Borrowing, Incremental an ABR Borrowing, a Canadian Base Rate Borrowing or a Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date)C▇▇▇▇ Borrowing; provided, however, that the initial Interest Period that, (x) each Term Borrowing shall be either a Term SOFR Borrowing or an ABR Borrowing and (y) Daily Simple SOFR Borrowings may only be requested with respect to Borrowings 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 RequestRevolving Loans other than Tranche A Revolving Loans; (bii) the date of such Borrowing (which shall be a Business Day); (ciii) the Borrower of such Borrowing, (iv) the number and location of the account to which funds are to be disbursed; (dv) the amount of such Borrowing Borrowing; (stated in the Available Currency); and (evi) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar for Revolving Loans, the currency of such Borrowing (provided that, each ABR Borrowing shall be denominated in dollars), and (vii) if such Borrowing is to be a Term SOFR Borrowing or a Term C▇▇▇▇ Borrowing, the initial Interest Period with respect theretothereto and the Class of Loans to which such initial Interest Period will apply; provided, further, that, a Borrowing Request may state that such Borrowing Request is conditioned upon the consummation of any transaction or other event so specified, in which case such Borrowing Request may be revoked (or the borrowing date extended) by a Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, in any case, without premium, penalty or any other cost whatsoever; 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 Interest Period with respect election as to any Eurodollar the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no currency is specified with respect to the requested Borrowing, then the applicable Borrower shall be deemed to have selected dollars. If no Interest Period with respect to any Term SOFR Borrowing or Term C▇▇▇▇ Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly 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 portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery or telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York City time, on the third Business Day before the date of a the proposed Borrowing or (ii) in the case of a Borrowing an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of ABR Loansthe proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) 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”; (e) the location and number of Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (f) that the conditions set forth in Section 2.02Sections 4.01(y) – (aa) are satisfied as of the date of the notice. If no Interest Period with respect election as to any Eurodollar the Type of Borrowing is specified in any such noticespecified, then the Borrower requested Borrowing shall be deemed an ABR Borrowing. Notwithstanding anything to have selected an Interest Period the contrary, no Eurodollar Borrowings may be requested or made prior to 3 Business Days after the Closing Date. Promptly following receipt of one month’s duration. The 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 To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans Tranche B Loans; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the 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, 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 To request a Term Loan Revolving Borrowing or (other than a Revolving Credit BorrowingBorrowing occurring on the Closing Date), the Lead Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans telecopy or electronic transmission (or such shorter period as may be agreed if arrangements for doing so have been approved by the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing or telephone (promptly confirmed by telecopy or electronic transmission) (i) in the case of a Borrowing of ABR LIBO Rate Loans, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (ii) in the case of a Borrowing of Base Rate Loans (other than Swingline Loans), not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Notwithstanding the foregoing, if Lead Borrower wishes to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration, or less than one month in duration with the consent of the Administrative Agent, in each case as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days before the date of the proposed Borrowing having an Interest Period other than one, two, three or six months in duration, whereupon the Administrative Agent shall give prompt notice to each applicable Lender whose consent is required with a relevant Revolving Commitment of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the proposed date of such Borrowing having an Interest Period other than one, two, three or six months in duration, the Administrative Agent shall notify Lead Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by such Lenders or the Administrative Agent, as applicable. Each such telephonic Notice of Borrowing Request shall be irrevocable, subject to Sections 2.09, 3.01 and 3.05, and shall be confirmed promptly by hand delivery, e-mail delivery or fax telecopy to the Administrative Agent of a written Notice of Borrowing, appropriately completed and signed by Lead Borrower. Each such telephonic and written Notice of Borrowing Request and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (c) whether such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBO Rate Loans; (d) in the case of a Borrowing of LIBO Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (e) the location and number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements set forth in of Section 2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Borrowing of Base Rate Loans. If no Interest Period is specified with respect to any Eurodollar requested Borrowing is specified in any such noticeof LIBO Rate Loans, then the Lead Borrower shall be deemed to have selected an Interest Period of one month’s duration. 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 Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the give Administrative Agent notice of such request each Borrowing by telephone not later than 12:00 p.m., New York time, three Business Days before means of a proposed Borrowing of Eurodollar Loans Request Form containing the information required therein and delivered (by hand or such shorter period as may be agreed by the email) to Administrative Agent) and Agent no later than 12:00 p.m.5:00 p.m. (New York, New York NY time, ) on the Business Day before day prior to which the date Borrowing is desired to be funded. Each Borrowing shall be in an amount no less than $[***] up to the Maximum Facility Amount less outstanding Borrowings. Administrative Agent at its option may accept telephonic requests for such Borrowings, provided that such acceptance shall not constitute a waiver of a proposed Borrowing in the case Administrative Agent’s right to require delivery of a Borrowing Request Form in connection with subsequent Borrowings. Any telephonic request for a Borrowing by Borrower shall be promptly confirmed by submission of ABR Loans. Each such telephonic a properly completed Borrowing Request shall be irrevocableForm to Administrative Agents, and shall be confirmed promptly by hand delivery, e-mail or fax but failure to the Administrative Agent of deliver a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower Form shall not be permitted a defense to request payment of the Borrowing. No Lender shall have liability to Borrower for any loss or damage suffered by ▇▇▇▇▇▇▇▇ as a Eurodollar Borrowing with an Interest Period in excess result of one month until the earlier ▇▇▇▇▇▇▇’ honoring of (x) the date the any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Administrative Agent by ▇▇▇▇▇▇▇▇ and Lenders shall have notified no duty to verify the origin of any such communication or the identity or authority of the Person sending it. Subject to the terms and conditions of this Agreement, each Borrowing shall be made available to Borrower by depositing the same, in immediately available funds, in an account of Borrower designated by ▇▇▇▇▇▇▇▇ maintained with Administrative Agent at the Principal Office. If, after giving effect to a requested Borrowing, there is a Borrowing Base Deficiency, or if Administrative Agent determines (either then or on any later day in the course of reviewing the same) that the primary syndication of Borrowing Request Form submitted to it is incomplete or incorrect in any material respect, then Lenders shall withhold the Loans has been completed (which notice entire Borrowing until Borrower shall be given as promptly as practicable) and (y) the date have demonstrated to Administrative Agent’s reasonable satisfaction 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; Request Form is in fact not (bor is no longer) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans incomplete or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification incorrect in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. 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 Borrowingmaterial respect.

Borrowing Procedure. In order The following procedures apply to request Borrowings under Facility A (other than Competitive Borrowings, Swing Line Borrowings, and Borrowings pursuant to SECTIONS 2.2(c) and 2.3(d)): (a) Each Borrowing shall be made on Borrower's notice (a Term Loan Borrowing or a Revolving Credit Borrowing, "NOTICE OF BORROWING," substantially in the Borrower shall notify the form of EXHIBIT B-1) to Administrative Agent of such request by telephone not later than 12:00 p.m.requesting that Facility A Lenders fund a Borrowing on a certain date (the "BORROWING DATE"), New York timewhich notice (i) shall be irrevocable and binding on Borrower, three Business Days before (ii) shall specify the Borrowing Date, amount, Type, and (for a proposed Borrowing comprised of Eurodollar Loans Rate Borrowings) Interest Period, and (or such shorter period as may iii) must be agreed received by the Administrative Agent) and Agent no later than 12:00 p.m.10:00 a.m. Dallas, New York time, Texas time on the third Business Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or on the Business Day before immediately preceding the date of a proposed Borrowing in the case of a Borrowing of ABR LoansDate for any Base Rate Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent shall timely notify each Facility A Lender with respect to each Notice of a written Borrowing Request and relating to Facility A. (b) Each Facility A Lender shall specify the following information: (a) whether remit its Pro Rata Part of each requested Borrowing to Administrative Agent's principal office in Dallas, Texas, in funds which are or will be available for immediate use by Administrative Agent by 1:00 p.m. Dallas, Texas time on the Borrowing then being requested is Date therefor. Subject to receipt of such funds, Administrative Agent shall (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Determining Lenders) make such funds available to Borrower by causing such funds to be a Borrowing of Term Loansdeposited to Borrower's account as designated to Administrative Agent by Borrower. Notwithstanding the foregoing, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the unless Administrative Agent shall have been notified the Borrower by a Facility A Lender prior to a Borrowing Date that the primary syndication such Facility A Lender does not intend to make available to Administrative Agent such Facility A Lender's Pro Rata Part of the Loans applicable Borrowing, Administrative Agent may assume that such Facility A Lender has made such proceeds available to Administrative Agent on such date, as required herein, and Administrative Agent may (unless to its actual knowledge any of the conditions precedent therefor have not been completed satisfied by Borrower or waived by Determining Lenders), in reliance upon such assumption (which notice but shall not be required to), make available to Borrower a corresponding amount in accordance with the foregoing terms, but, if such corresponding amount is not in fact made available to Administrative Agent by such Facility A Lender on such Borrowing Date, Administrative Agent shall be given as promptly as practicableentitled to recover such corresponding amount on demand (i) from such Facility A Lender, together with interest at the Federal Funds Rate during the period commencing on the date such corresponding amount was made available to Borrower and ending on (ybut excluding) the date that is 30 days after Administrative Agent recovers such corresponding amount from such Facility A Lender, or (ii) if such Facility A Lender fails to pay such corresponding amount forthwith upon such demand, then from Borrower, together with interest at a rate per annum equal to the Closing Date); provided, however, that applicable rate for such Borrowing during the initial Interest Period of any Eurodollar period commencing on such Borrowing made on the Funding Date shall commence on the Funding Date and end ending on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (bbut excluding) the date of Administrative Agent recovers such Borrowing (which corresponding amount from Borrower. No Facility A Lender shall be a Business Day); (c) responsible for the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 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 failure of any notice given pursuant other Facility A Lender to this Section 2.03 (and the contents thereof), and make its Pro Rata Part of each Lender’s portion of the requested any Borrowing. AMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENT 29 35 SECTION 3 TERMS OF PAYMENT.

Borrowing Procedure. In order to To request a Term Loan the Borrowing or a Revolving Credit Borrowingon the Closing Date, the Borrower shall notify deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent of such request by telephone Agent, a duly completed and executed Borrowing Request to the Administrative Agent, not later than 12:00 p.m., New York City time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent1) and no later than 12:00 p.m., New York time, on the one Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following informationinformation in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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 RequestBorrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); (c) whether such Borrowing is to be an ABR Borrowing or a Term SOFR Borrowing; (d) in the case of a Term SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (e) the location and number and location of the account to which funds are to be disbursed; (d) . If no election as to the amount Type of such Borrowing (stated in is specified, then the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 be a Term SOFR Borrowing with the requirements set forth in Section 2.02. 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 If the Borrower requests a Term SOFR 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 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 Lenderthe amount of such ▇▇▇▇▇▇’s portion Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify deliver, by hand delivery, facsimile or other electronic transmission, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 1:00 p.m., New York City time, on the one Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate principal amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of “Interest Period”; (f) the location and number and location of the Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the conditions set forth in Section 2.02Sections 4.02(b) and (c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing 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 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 Upon any Disbursements being made in respect of one or more Letters of Credit (whether such Letters of Credit were issued to request a Term Loan Borrowing support the obligations of the Borrower or a Revolving Credit Borrowingany Subsidiary of the Borrower (or any of their respective divisions)), the Borrower shall notify (unless it shall have given notice to the Administrative Agent of such request by telephone not later than 12:00 to the contrary prior to 3:00 p.m., New York time, at least three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before prior to the date of a proposed Borrowing in such Disbursement) be deemed to have delivered to the case of Agent a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax pursuant to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, which the Borrower shall not be permitted have been deemed to irrevocably request that the Fronting Bank make a Eurodollar Borrowing LIBO Rate Loan with an a three month Interest Period in excess a principal amount equal to the aggregate amount of one month until the earlier Disbursements made on such date. The Borrower hereby acknowledges and agrees that each Borrowing Request deemed to be delivered hereunder, the making of (x) a Loan by the date Fronting Bank to reimburse the Administrative Agent Fronting Bank for Disbursements made under the Letters of Credit and the acceptance by the Borrower of the proceeds of the Borrowing shall have notified constitute a representation and warranty by the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; (b) the date of such Borrowing (which both immediately before and after giving effect to such Borrowing and the application of the proceeds thereof) the statements made in Section 6.2.1 are in each case true and correct. Proceeds of such Loans shall be a Business Day); (c) used to fund the number and location Reimbursement Obligations in respect of Letters of Credit under which one or more Disbursements were made on the date of the account Loan. In addition, to which funds are to be disbursed; (d) the extent that the amount available under the Loan Commitment is not sufficient to fund the entire aggregate amount of such Borrowing (stated in the Available Currency); and (e) whether Disbursements made on the date the Loans are being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 Interest Period with respect to any Eurodollar Borrowing is specified in any such noticemade, then the Borrower shall have been deemed to request that Scotiabank, in its capacity as Swingline Bank under (and as defined in) the U.S. Credit Agreement, make a Swingline Advance (as such term is defined in the U.S. Credit Agreement) in an amount necessary to fund the remainder of such Disbursements (after giving effect to the Loans being made hereunder). Notwithstanding anything to the contrary contained herein, Scotiabank shall only be required to make such Swingline Advances if the Borrower has satisfied all of the conditions to making Swingline Advances under the U.S. Credit Agreement as in effect on the date of the making of such Swingline Advances and the Borrower hereby acknowledges and agrees that all the terms and conditions (including as to repayment, accrual of interest and otherwise) contained in the U.S. Credit Agreement shall be applicable to all Swingline Advances made pursuant to this Section. Each of the parties hereto acknowledge and agree that upon the satisfaction of the conditions precedent set forth in Section 6.1, the Existing Loans shall be deemed to have selected an Interest Period be Loans made by the Fronting Bank on the Effective Date under the terms of one month’s duration. The Administrative Agent this Agreement and shall promptly advise the applicable Lenders of any notice given thereafter accrue interest and fees pursuant to this Section 2.03 (and the contents thereof)terms hereof, and of each Lender shall participate in such Loans in an amount equal to such Lender’s portion 's Percentage of the requested Borrowingoutstanding principal amount of the Existing Loans.

Borrowing Procedure. In order to (a) To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify the Administrative Agent of such deliver a written request (by telephone not later than 12:00 p.m.email through a “pdf” copy, New York time, three Business Days before a proposed Borrowing of Eurodollar Loans or facsimile transmission (or such shorter period as may be agreed transmit by other electronic transmission) if arrangements for doing so have been approved in writing by the Administrative Agent) )), a duly completed and no executed Borrowing Request to the Administrative Agent not later than 12:00 p.m.1:00 pm, New York City time, on the third Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request for a Revolving Loan or a Term Loan shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xi) the date aggregate principal amount of such Borrowing, which shall comply with the Administrative Agent shall have notified requirements of Section 2.02(a) and, in the Borrower that the primary syndication case of the Loans has been completed initial Term Borrowing, Section 2.01(b); (which notice shall be given as promptly as practicable) and (y) the date 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; (bii) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (ciii) the number and location initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” contained herein; (iv) the location and number of the respective Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); (v) that the conditions set forth in Section 2.02Sections 4.02(b) and (c) are satisfied as of the date of the notice; and (vi) whether the requested Borrowing is to be a Revolving Borrowing or a Term Borrowing. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s three months’ 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 Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Term B Borrowing, the Borrower shall notify deliver, by hand delivery or telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, on the one Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans Term B Loans; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; provided that Eurodollar Borrowings shall not be available until the earlier of (ci) August 31, 2004 and (ii) the number and location date on which the Syndication Agent shall have notified Borrower that a Successful Syndication has been achieved ; provided further, however, that if on August 31, 2004, the Syndication Agent shall not have notified Borrower that a Successful Syndication has been achieved, then Borrower shall only be entitled to select Interest Periods for Eurodollar Borrowings of one month until it has been so notified; (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"; (f) the location and number of Borrower's account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the 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, 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, 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 Term Loan Revolving Borrowing or a Revolving Credit an Incremental Term Borrowing, the Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans Term Loans; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the 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, 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 To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery or facsimile, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m., New York City time, on the one Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) 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”; (e) the location and number of Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.04; and (f) in the case of a Second Amendment Amenities CapEx Borrowing, accompanied by a certificate of a Responsible Officer of the Borrower (i) identifying the item(s) on Annex A to Schedule 3.12 to the Second Amendment that are to be paid with the proceeds of such Second Amendment Amenities CapEx Borrowing, (ii) setting forth (x) the aggregate amount of Second Amendment Amenities CapEx Borrowings made at any time prior to such Second Amendment Amenities CapEx Borrowing and (y) the aggregate amount of Second Amendment Amenities CapEx Borrowings made after giving effect to the making of such Second Amendment Amenities CapEx Borrowing (which shall in no event exceed $10,000,000 as such amount may be adjusted as provided on Schedule 3.12 to the Second Amendment), (iii) certifying that all proceeds of any previously advanced Second Amendment Amenities CapEx Borrowing have been applied consistent with Annex A to Schedule 3.12 to the Second Amendment and (iv) attaching a schedule setting forth with specificity (x) the proposed application of the proceeds of such Second Amendment Amenities CapEx Borrowing and (y) the actual application of proceeds of previously advanced Second Amendment Amenities CapEx Borrowings to specific expenditures associated therewith to the extent not set forth on a prior such schedule. Administrative Agent will promptly forward a copy of each such certificate to the Lenders. Administrative Agent shall have three (3) Business Days to review each such certificate and the related request for a Second Amendment Amenities CapEx Borrowing. Such Second Amendment Amenities CapEx Borrowing shall be funded not later than the expiration of such three-Business Day period unless, within such three-Business Day period, Administrative Agent notifies Borrower in Section 2.02writing that such Second Amendment Amenities CapEx Borrowing does not comply with the terms hereof (together with reasonable detail regarding the basis for such determination). If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing 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 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.” (OO) Section 2.04 of the Credit Agreement is hereby amended to (a) change each reference to a “Loan” in such section to “Revolving Loan” and (b) change each reference to a “Lender” in such section to “Revolving Loan Lender”. (PP) Section 2.05(a) and (c) of the Credit Agreement is hereby amended to (a) change each reference to a “Loan” in such section to “Revolving Loan” and (b) change each reference to a “Lender” in such section to “Revolving Loan Lender”. (QQ) Section 2.06(c) and (d) of the Credit Agreement is hereby amended to change each reference to a “Lender” in such section to “Revolving Loan Lender”.

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy) (a) in the case of a Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing or (b) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 1:00 p.m., New York City time, on the one Business Day before the date of a the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing in to finance the case reimbursement of a Borrowing an LC Disbursement as contemplated by Section 2.18(e) may be given not later than 11:00 a.m., New York City time, on the date of ABR Loansthe proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, e-mail delivery or fax telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Revolving Borrowing or a Term Borrowing; (b) the aggregate amount of Term Loanssuch Borrowing; (c) the date of such Borrowing, Revolving Credit Loans, Incremental Term Loans which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or Incremental Revolving Credit Loans a Eurodollar Borrowing; (provided thate) in the case of a Eurodollar Borrowing, the Borrower shall not be permitted to request a Eurodollar Borrowing with an initial Interest Period in excess to be applicable thereto, which shall be a period contemplated by the definition of one month the term "Interest Period"; provided that until the earlier of (xi) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); providedDate and (ii) the date on which a successful syndication of the Loans and Commitments shall have been declared by the Joint Lead Arrangers, however, that the initial Borrower shall only be permitted to request an 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 Requestseven days; and (bf) the date location and number of such Borrowing (which shall be a Business Day); (c) the number and location of the Borrower's account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements set forth in of Section 2.02. 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 Borrowing2.

Borrowing Procedure. In order to To request a Term Loan Borrowing or a Revolving Credit BorrowingSwingline Loan, the Company or any other Borrower requesting such Swingline Loan shall notify the Administrative Agent and the Swingline Lender of such request by telephone written notice (including by email), not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agenti) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing request for a Swingline Loan denominated in Dollars, 2:00 p.m., (New York City time) on the day of ABR Loansa proposed Swingline Loan and (ii) in the case of a request for a Swingline Loan denominated in Euros, 8:00 a.m., (New York City time) on the day of a proposed Swingline Loan. Each such telephonic Borrowing Request notice shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided thatapplicable Borrower of, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; (b) the requested date of such Borrowing (which shall be a Business Day); (c) , and the number amount and location currency of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 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 durationSwingline Loan. The Administrative Agent shall will promptly advise the applicable Lenders Swingline Lender of any such notice given pursuant received from such Borrower. The Swingline Lender shall make each Swingline Loan available to this the applicable Borrower by means of a credit to the general deposit account of such Borrower with the Swingline Lender or by wire transfer, automated clearinghouse debit or interbank transfer to such other account, accounts or Persons designated by such Borrower in the applicable request (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.03 (and the contents thereof2.04(d), and by remittance to the applicable Issuing Bank) (i) in the case of each Lender’s portion of a Swingline Loan denominated in Dollars, by 3:00 p.m., (New York City time), on the requested Borrowingdate of such Swingline Loan and (ii) in the case of a Swingline Loan denominated in Euros (x) that is requested on a same-day basis, immediately following the request therefor or (y) that is requested for any day following the day on which the Borrowing Notice with respect to such Swingline Loan was submitted by the applicable Borrower, as early as practicable on the requested date of such Swingline Loan.

Borrowing Procedure. In order to To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Term Additional Revolving Loans, Revolving Credit Loans, Incremental Additional Term Loans or Incremental Revolving Credit Loans Delayed Draw Term Loans; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the 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, 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 Term Loan Borrowing or a Revolving Credit Borrowing, the (a) Borrower shall notify the and submit a Borrowing Request to Administrative Agent of such request by telephone in writing not later than 12:00 p.m., 10:00 AM (New York City time, three ) five (5) Business Days before a proposed each requested Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a the Borrowing on the Closing Date, not later than 10:00 AM (New York City time) on the Closing Date), specifying the amount of ABR Loansthe Revolving Loan to be made. Each such telephonic Such Borrowing Request shall be certified by a Financial Officer (or such other authorized Person as Borrower directs from time to time) of Borrower. Each Borrowing Request required hereunder (i) shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and (ii) shall specify the following information: amount of the proposed Borrowing of Revolving Loans, (aiii) whether shall specify the proposed Borrowing then being requested is to date, which shall be a Permitted Borrowing Date and (iv) shall specify wire transfer instructions in accordance with such Borrowing shall be funded. (b) [Reserved]. (c) Borrower shall be entitled to deliver only two (2) Borrowing Requests during each calendar month. Notwithstanding anything to the contrary herein, for purposes of Term Loansclarification, Revolving Credit Loansit is hereby agreed that during each calendar month there shall be only, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, and the Borrower shall not be permitted entitled to request a Eurodollar specify more than, two (2) Permitted Borrowing with an Interest Period in excess of one month until the earlier of Dates. (xd) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which give to each applicable Lender with a Commitment prompt notice shall be given as promptly as practicable) and (y) the date 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; (b) the date of such Administrative Agent’s receipt of written notice from Borrower of each Borrowing (Request. On the date on which shall be a Business Day); (c) the number and location of the account to which funds are Borrowing is requested to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Requestapplicable Notice of Borrowing, each requested Borrowing shall comply with applicable Lender will make available to Administrative Agent at the requirements address of Administrative Agent set forth in Section 2.02. If no Interest Period with respect 9.01, in immediately available funds, its Applicable Commitment Percentage of such Borrowing requested to any Eurodollar Borrowing is specified be made and, subject to the terms and conditions of this Agreement and in any such notice, then reliance upon 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 (representations and the contents thereof), and of each Lender’s portion warranties of the requested Borrowing.Loan Parties contained

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify deliver, by hand delivery or telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York City time, on the third Business Day before the date of a the proposed Borrowing or (ii) in the case of a Borrowing an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of ABR Loansthe proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the 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, 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 Notwithstanding anything to the contrary, no Eurodollar Borrowings may be requested or made prior to 3 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 Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery or facsimile, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m., New York City time, on the one Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) 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”; (e) the location and number of Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.04; and (f) in the case of a Second Amendment Amenities CapEx Borrowing, accompanied by a certificate of a Responsible Officer of the Borrower (i) identifying the item(s) on Annex A to Schedule 3.12 to the Second Amendment that are to be paid with the proceeds of such Second Amendment Amenities CapEx Borrowing, (ii) setting forth (x) the aggregate amount of Second Amendment Amenities CapEx Borrowings made at any time prior to such Second Amendment Amenities CapEx Borrowing and (y) the aggregate amount of Second Amendment Amenities CapEx Borrowings made after giving effect to the making of such Second Amendment Amenities CapEx Borrowing (which shall in no event exceed $10,000,000 as such amount may be adjusted as provided on Schedule 3.12 to the Second Amendment), (iii) certifying that all proceeds of any previously advanced Second Amendment Amenities CapEx Borrowing have been applied consistent with Annex A to Schedule 3.12 to the Second Amendment and (iv) attaching a schedule setting forth with specificity (x) the proposed application of the proceeds of such Second Amendment Amenities CapEx Borrowing and (y) the actual application of proceeds of previously advanced Second Amendment Amenities CapEx Borrowings to specific expenditures associated therewith to the extent not set forth on a prior such schedule. Administrative Agent will promptly forward a copy of each such certificate to the Lenders. Administrative Agent shall have three (3) Business Days to review each such certificate and the related request for a Second Amendment Amenities CapEx Borrowing. Such Second Amendment Amenities CapEx Borrowing shall be funded not later than the expiration of such three-Business Day period unless, within such three-Business Day period, Administrative Agent notifies Borrower in Section 2.02writing that such Second Amendment Amenities CapEx Borrowing does not comply with the terms hereof (together with reasonable detail regarding the basis for such determination). If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing 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 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.” (OO) Section 2.04 of the Credit Agreement is hereby amended to (a) change each reference to a “Loan” in such section to “Revolving Loan” and (b) change each reference to a “Lender” in such section to “Revolving Loan Lender”. (PP) Section 2.05(a) and (c) of the Credit Agreement is hereby amended to (a) change each reference to a “Loan” in such section to “Revolving Loan” and (b) change each reference to a “Lender” in such section to “Revolving Loan Lender”. (QQ) Section 2.06(c) and (d) of the Credit Agreement is hereby amended to change each reference to a “Lender” in such section to “Revolving Loan Lender”. (RR) The first sentence in clause (c) of Section 2.06 of the Credit Agreement is hereby amended by deleting such sentence in its entirety and inserting the following in replacement therefor: “Borrower agrees to pay to the Administrative Agent for the account of each Revolving Loan Lender a commitment fee, which shall accrue at 4.00% per annum on the average daily unused amount of the Revolving Commitment of such Revolving Loan Lender during the period from and including the Second Amendment Effective Date to but excluding the Revolving Commitment Termination Date.” (SS) The proviso in clause (b) of Section 2.08 of the Credit Agreement is hereby amended by deleting clause (iii) of such proviso in its entirety and inserting the following in replacement therefor:

Borrowing Procedure. In order The following procedures apply to request Borrowings (other than Competitive Borrowings, Swing Line Borrowings, and Borrowings pursuant to SECTION 2.2(c)): (a) Each Borrowing shall be made on Borrower's notice (a Term Loan Borrowing or a Revolving Credit Borrowing, "NOTICE OF BORROWING," substantially in the Borrower shall notify the form of EXHIBIT B-1) to Administrative Agent of such request by telephone not later than 12:00 p.m.requesting that Facility A Lenders fund a Borrowing on a certain date (the "BORROWING DATE"), New York timewhich notice (i) shall be irrevocable and binding on Borrower, three Business Days before (ii) shall specify the Borrowing Date, amount, Type, and (for a proposed Borrowing comprised of Eurodollar Loans Rate Borrowings) Interest Period, and (or such shorter period as may iii) must be agreed received by the Administrative Agent) and Agent no later than 12:00 p.m.10:00 a.m. Dallas, New York time, Texas time on the third Business Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or on the Business Day before immediately preceding the date of a proposed Borrowing in the case of a Borrowing of ABR LoansDate for any Base Rate Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent shall timely notify each Facility A Lender with respect to each Notice of a written Borrowing Request and relating to Facility A. (b) Each Lender shall specify the following information: (a) whether remit its Pro Rata Part of each requested Borrowing to Administrative Agent's principal office in Dallas, in funds which are or will be available for immediate use by Administrative Agent by 1:00 p.m. Dallas time on the Borrowing then being requested is Date therefor. Subject to receipt of such funds, Administrative Agent shall (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Determining Lenders) make such funds available to Borrower by causing such funds to be a Borrowing of Term Loansdeposited to Borrower's account as designated to Administrative Agent by Borrower. Notwithstanding the foregoing, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the unless Administrative Agent shall have been notified the Borrower by a Facility A Lender prior to a Borrowing Date that the primary syndication such Facility A Lender does not intend to make available to Administrative Agent such Facility A Lender's Pro Rata Part of the Loans applicable Borrowing, Administrative Agent may assume that such Facility A Lender has made such proceeds available to Administrative Agent on such date, as required herein, and Administrative Agent may (unless to its actual knowledge any of the conditions precedent therefor have not been completed satisfied by Borrower or waived by Determining Lenders), in reliance upon such assumption (which notice but shall not be required to), make available to Borrower a corresponding amount in accordance with the foregoing terms, but, if such corresponding amount is not in fact made available to Administrative Agent by such Facility A Lender on such Borrowing Date, Administrative Agent shall be given as promptly as practicableentitled to recover such corresponding amount on demand (i) from such Facility A Lender, together with interest at the Federal Funds Rate during the period commencing on the date such corresponding amount was made available to Borrower and ending on (ybut excluding) the date that is 30 days after Administrative Agent recovers such corresponding amount from such Facility A Lender, or (ii) if such Facility A Lender fails to pay such corresponding amount forthwith upon such demand, then from Borrower, together with interest at a rate per annum equal to the Closing Date); provided, however, that applicable rate for such Borrowing during the initial Interest Period of any Eurodollar period commencing on such Borrowing made on the Funding Date shall commence on the Funding Date and end ending on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (bbut excluding) the date of Administrative Agent recovers such Borrowing (which corresponding amount from Borrower. No Facility A Lender shall be a Business Day); (c) responsible for the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 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 failure of any notice given pursuant other Facility A Lender to this Section 2.03 (and the contents thereof), and make its Pro Rata Part of each Lender’s portion of the requested any Borrowing.

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Term B Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy) (a) in the case of a Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing or (b) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 1:00 p.m., New York City time, on the one Business Day before the date of a the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing in to finance the case reimbursement of a Borrowing an LC Disbursement as contemplated by Section 2.18(e) may be given not later than 11:00 a.m., New York City time, on the date of ABR Loansthe proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, e-mail delivery or fax telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Revolving Borrowing or a Term B Borrowing; (b) the aggregate amount of Term Loanssuch Borrowing; (c) the date of such Borrowing, Revolving Credit Loans, Incremental Term Loans which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or Incremental Revolving Credit Loans a Eurodollar Borrowing; (provided thate) in the case of a Eurodollar Borrowing, the Borrower shall not be permitted to request a Eurodollar Borrowing with an initial Interest Period in excess to be applicable thereto, which shall be a period contemplated by the definition of one month the term "Interest Period"; provided that until the earlier of (xi) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); providedDate and (ii) the date on which a successful syndication of the Loans and Commitments shall have been declared by the Joint Lead Arrangers, however, that the initial Borrower shall only be permitted to request an 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 Requestseven days; and (bf) the date location and number of such Borrowing (which shall be a Business Day); (c) the number and location of the Borrower's account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements set forth in of Section 2.02. 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 Borrowing2.

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Tranche B-1 Term Borrowing, the Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Tranche B-1 Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the 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, 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 When Borrower desires to request a Term Loan Borrowing or a Revolving Credit Borrowingincur the Loans hereunder, the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m.deliver, New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax telecopier, a duly completed and executed Borrowing Request to the Administrative Agent not later than 11:00 a.m., New York City time, three Business Days before the date of a written the proposed Borrowing. Such Borrowing Request shall be irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) 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”; and (e) the location and number of Borrower’s account to which funds are to be disbursed; (d) . If no election as to the amount Type of such Borrowing (stated in is specified, then the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 Interest Period with respect be deemed to any be a Eurodollar Borrowing is specified in any such noticeBorrowing, then the and Borrower shall be deemed to have selected an Interest Period of one month’s three months’ duration. The If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of three months’ 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 Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify deliver, by hand delivery or telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Tranche A-1 Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; provided that until the date on which the Syndication Agent shall have notified Borrower that a Successful Syndication has been achieved, the Interest Period shall be seven days; (cf) the location and number and location of the Borrower's account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the 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, 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, 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 Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery, facsimile or email, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time (or such request by telephone 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 before a the date of the proposed Borrowing Borrowing) or (ii) in the case of Eurodollar Loans an ABR Borrowing, (x) not later than 12:00 noon., New York City time (or such shorter period later time on such Business Day as may be agreed by reasonably acceptable to the Administrative Agent) and no later than 12:00 p.m., New York time), on the Business Day before prior to the date of a proposed Borrowing or (y) solely in connection with a request for any Revolving Borrowing which constitutes an ABR Borrowing (in an aggregate principal amount of all such Revolving Borrowings which constitute ABR Borrowings outstanding at any time not to exceed $25,000,000), not later than 1:00 p.m., New York City time on the case of a Borrowing of ABR Loanssame Business Day as the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the account to which funds are to be disbursed; and (dg) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, 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 Interest Period with respect election as to any Eurodollar the Type of Borrowing is specified in any such noticespecified, then the Borrower requested Borrowing shall be deemed to have selected a Eurodollar Borrowing with an Interest Period of one month’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 Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the applicable Borrower shall notify deliver, by hand delivery or telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Term Revolving Loans, Revolving Credit Loans, Incremental U.S. Term Loans or Incremental Revolving Credit Loans Canadian Term Loans; (provided thatb) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the Borrower shall not be permitted to request a Eurodollar Borrowing with an initial Interest Period in excess to be applicable thereto, which shall be a period contemplated by the definition of one month the term "Interest Period"; provided that until the earlier of (x) the date on which the Administrative Syndication Agent shall have notified the U.S. Borrower that the primary syndication of the Loans a Successful Syndication has been completed (which notice shall be given as promptly as practicable) achieved and (y) the date that is 30 60 days after the Closing Second Amendment Effectiveness Date); provided, however, that the initial Interest Period of for any Eurodollar Borrowing made on the Funding Date Additional U.S. Term Loans 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; be seven days; (bf) the date of such Borrowing (which shall be a Business Day); (c) the location and number and location of the applicable Borrower's account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which 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, 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 duration's duration (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 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Administrative Borrower (on its own behalf or on behalf of any other Borrower) shall notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy) (i) in the case of a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans an ABR Borrowing (or such shorter period as may be agreed by the Administrative Agent) and no other than Swingline Loans), not later than 12:00 p.m.11:00 a.m., New York City time, on the same Business Day before of the date of a proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, e-mail delivery or fax telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Administrative Borrower. Each such telephonic and written Borrowing Request shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until on whose behalf the earlier of Administrative Borrower is requesting such Borrowing; (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the Administrative Borrower’s account to into which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02; and (g) that the conditions set forth in Section 2.024.02(b)-(e) are satisfied as of the date of the Borrowing Request. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the Administrative 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 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 To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the applicable Borrower shall notify deliver, by hand delivery or telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Term Revolving Loans, Revolving Credit Loans, Incremental U.S. Term Loans or Incremental Revolving Credit Loans Canadian Term Loans; (provided thatb) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the Borrower shall not be permitted to request a Eurodollar Borrowing with an initial Interest Period in excess to be applicable thereto, which shall be a period contemplated by the definition of one month the term “Interest Period”; provided that until the earlier of (x) the date on which the Administrative Syndication Agent shall have notified the U.S. Borrower that the primary syndication of the Loans a Successful Syndication has been completed (which notice shall be given as promptly as practicable) achieved and (y) the date that is 30 60 days after the Closing Fourth Amendment Effectiveness Date); provided, however, that the initial Interest Period of for any Eurodollar Borrowing made on the Funding Date U.S. Term B-2 Loans 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; be seven days; (bf) the date of such Borrowing (which shall be a Business Day); (c) the location and number and location of the applicable Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which 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, 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 To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify deliver, by hand delivery, electronic mail or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agenti) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, or (ii) in the case of an ABR Borrowing not later than 11:00 a.m., New York City time, on the date of ABR Loansthe proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the Borrowing then being requested is to be a Borrowing aggregate amount of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; Borrowing; (b) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (d) 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”; (e) the location and number of Borrower’s account to which funds are to be disbursed; and (df) that the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans 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 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, then the requested Borrowing if in dollars 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 (1) month’s duration. The Administrative Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the 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 Lenderthe amount of such ▇▇▇▇▇▇’s portion Loan to be made as part of the requested Borrowing. The Carve-Out shall be funded at the times and in the manner set forth in the Financing Orders.

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, subject to Borrower executing a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by satisfactory prefunding agreement with the Administrative AgentAgent or (ii) and no in the case of an ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, on the one Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the 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, 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 Each Borrowing shall be made upon prior written notice from the Applicable Borrower to request the Applicable Agent in the form of Exhibit E (a Term Loan “Notice of Borrowing”). Such Notice of Borrowing or a Revolving Credit Borrowing, shall be delivered to the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans Applicable Agent, (or such shorter period as may be agreed by the Administrative Agenta) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of Revolving Borrowings that are CB Floating Rate Loans, not later than 10:00 a.m., Houston Time, on the requested Borrowing Date; (b) in the case of Eurocurrency Borrowings that are denominated in US Dollars, not later than 10:00 a.m., Local Time, three (3) Business Days prior to the requested Borrowing Date; (c) in the case of Alternative Currency Loans, as provided in Section 2.4(c); and (d) in the case of Swingline Loans, as provided in Section 2.6; provided that any such notice of a CB Floating Rate Borrowing to finance the reimbursement of ABR Loansan LC Disbursement as contemplated by Section 2.7(d) may be given not later than 9:00 a.m., Houston Time, on the date of the proposed Borrowing. Each such telephonic Notice of Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify (i) the following information: identity of the Applicable Borrower; (aii) whether the aggregate principal amount of the requested Borrowing; (iii) the currency in which such Borrowing then being shall be denominated (which shall be a currency permitted by Section 2.2(b)); (iv) the requested is Borrowing Date (which shall be a Business Day with respect to such Borrowing); (v) the Class and Type of Borrowing requested; (vi) with respect to any Eurocurrency Borrowing or CDOR Borrowing, the Interest Period to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted applicable to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date 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; (b) the date of such Borrowing (which shall be a Business Day); (c) period contemplated by the number and location definition of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currencyterm “Interest Period”); and (evii) whether the Loans being made pursuant to such Borrowings location and number of the Applicable Borrower’s account in which the proceeds of the requested Borrowing are to be initially maintained deposited or, in the case of a CB Floating Rate Borrowing requested to finance the reimbursement of an LC Disbursement as ABR Loans or Eurodollar Loans and, if Eurodollar Loanscontemplated by Section 2.7(d), the Interest Period with respect theretoidentity and the account of the Issuing Bank to be reimbursed. If no currency is specified in a Notice of Borrowing, the requested Borrowing (x) if to the Borrower, shall be denominated in US Dollars; provided(y) if to the Canadian Borrower, howevershall be denominated in Canadian Dollars; and (z) if to the UK Borrower, thatshall be denominated in Sterling. If no election as to the Type of Borrowing is specified in a Notice of Borrowing, notwithstanding any contrary specification in any Borrowing Request, each the requested Borrowing shall comply with the requirements set forth be (A) if denominated in Section 2.02US Dollars, a CB Floating Rate Borrowing; (B) if denominated in Canadian Dollars, a Canadian Prime Borrowing; and (C) if denominated in Sterling or Euro, a Eurocurrency Borrowing. If no Interest Period is specified with respect to any Eurodollar requested Eurocurrency Borrowing is specified in any such noticeor CDOR Borrowing, then the Applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Promptly upon its receipt of a Notice of Borrowing, the Applicable Agent shall promptly advise each Lender that will make a Loan as part of the applicable Lenders requested Borrowing of any notice given pursuant the details thereof, the identity of the Applicable Borrower, the currency in which such Revolving Borrowing is to this Section 2.03 (and be denominated, the contents thereof), and amount of each such Lender’s portion Loan to be made as part of the requested Borrowing, the interest rate option and, if any, the Interest Period selected, and the proposed Borrowing Date. The Applicable Borrower may give the Applicable Agent telephonic notice by the required time of any proposed Borrowing under this Section 2.3; provided that such telephonic notice shall be irrevocable and shall be promptly confirmed in writing by delivery to the Applicable Agent of a Notice of Borrowing. Neither any Applicable Agent nor any Lender shall incur any liability to any Borrower or any other Person in acting upon any telephonic notice referred to above which such Applicable Agent believes in good faith to have been given by any Borrower or for otherwise acting in good faith under this Section 2.3.

Borrowing Procedure. In order to To request a Term Loan Revolving Borrowing or a Revolving Credit Incremental Term Borrowing, the Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans Term Loans; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number and location of the Borrower’s account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the 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, 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 To request a Term Loan Revolving Borrowing or a Revolving Credit Term Borrowing, the Borrower shall notify deliver, by hand delivery or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of such request by telephone a LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing or (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, on the Business Day before the date of a the proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: information in compliance with Section 2.02: (a) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans ; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xb) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed such Borrowing; (which notice shall be given as promptly as practicable) and (y) the date 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; (bc) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (cd) whether such Borrowing is to be an ABR Borrowing or a LIBOR Borrowing; (e) in the case of a LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; (f) the location and number and location of the Borrower's account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements of Section 2.02(c); and (g) that the 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, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested LIBOR 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.