Common use of Borrowing Procedure Clause in Contracts

Borrowing Procedure. (a) To request a Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); (ii) 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 “Interest Period”; (v) the wiring information of the account of the applicable Borrower to which funds are to be disbursed; and (vi) that the conditions set forth in Sections 4.01(b)-(c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (promptly confirmed by fax) (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR BorrowingBorrowing (other than Swingline Loans), not later than 1:00 p.m.9:00 a.m., New York City time, on the date Business Day of the proposed Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) whether the requested Borrowing is to be a Revolving Borrowing; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ive) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (i) the date on which the Administrative Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 60 days after the Closing Date, the Interest Period shall be two weeks; (vf) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (vig) that the conditions set forth in Sections 4.01(b)-(cSection 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 a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three one month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing or Term Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile 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 a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two three Business Days before the date of the proposed Borrowing (except that in the case of proposed Eurodollar Borrowings on the Closing Date, such Borrowing Request may be delivered not later than 3:00 p.m., New York City time, on the Business Day prior to the Closing Date) or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.9:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate principal amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ive) 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”; (vf) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vig) that the conditions set forth in Sections 4.01(b)-(c4.02(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 a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To In order to request a Borrowingthe making of the Term Loan, Administrative the Borrower shall deliver on behalf notify the Lender of its desire to borrow the applicable BorrowerTerm Loan (and the desired terms thereof) by delivering to the Lender (by overnight courier, or by facsimile (telefacsimile or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), mail of a duly completed and scanned image) an executed Borrowing Request to the Administrative Agent and Acceptance (i) in the case of a Eurodollar Borrowingform set forth on Exhibit A hereto), not later than 11:00 a.m., 12:00 p.m. (New York City time), two at least eight Business Days before the date of prior to the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the proposed BorrowingFunding Date. Each such Borrowing Request for a Loan and Acceptance shall be irrevocable irrevocable, and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: information: (i) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); (ii) the date of such Borrowing, the requested Funding Date (which shall be a Business Day; ); (ii) the principal amount of the requested Term Loan (which shall not exceed the Tem Loan Maximum Amount); (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; the maximum Term Loan Interest Rate that the Borrower will accept; and (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 “Interest Period”; (v) the wiring information of the account of the applicable Borrower to which funds are to be disbursed; and (vi) maximum Repayment Amount Rate that the conditions set forth in Sections 4.01(b)-(c) are satisfied as of Borrower will accept. The Lender agrees that, no later than the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of second Business Day after it receives a Borrowing Request and Acceptance executed by the Borrower, it will either (x) execute and deliver the Borrowing Request and Acceptance to the Borrower (by overnight courier, or by telefacsimile or electronic mail of a scanned image), including Lender’s commitment to make the Term Loan in accordance with this Section 2.05, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowingprincipal amount, on the requested Funding Date and with a stated interest rate that is no higher than the maximum Term Loan Interest Rate specified by the Borrower in the Borrowing Request and Acceptance, or (y) notify the Borrower in writing (including by telefacsimile or electronic mail) that it is unable to make the Term Loan on the terms specified by the Borrower in the Borrowing Request and Acceptance.

Borrowing Procedure. (a) To request a Borrowing, Administrative Borrower Each Lender shall deliver make each Term B Loan to be made by it on behalf the Closing Date by wire transfer of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved immediately available funds to such account in writing by the Administrative Agent), a duly completed and executed Borrowing Request to New York City as the Administrative Agent may designate not later than 12:00 (inoon), New York City time. The Administrative Agent shall promptly credit $52,031,250.00 to the Interest Reserve Account and $397,968,750.00 to the Loan Proceeds Account (which is net of certain fees and expenses related to the Transactions payable on the date hereof). (b) To request an Incremental Revolving Facility Borrowing and/or a Term Borrowing other than the Term B Loans to be made on the Closing Date, a Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 11:00 10:00 a.m., New York City timeLocal Time, two three Business Days before the date of the any proposed Borrowing or (iib) in the case of an ABR Borrowing, not later than 1:00 p.m.10:00 a.m., New York City timeLocal Time, on one Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (i) whether such Borrowing is to be a Borrowing of Incremental Revolving Facility Loans, Term B Loans or Other Term Loans; (ii) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)the requested Borrowing; (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Eurocurrency Borrowing; (ivv) in the case of a Eurodollar 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 (vvi) the wiring information of the account location and number of the applicable Borrower Borrower’s account to which funds are to be disbursed; and (vi) that . If no election as to the conditions set forth currency of any Incremental Revolving Facility Borrowing is made, then the requested Borrowing shall be made in Sections 4.01(b)-(c) are satisfied as of the date of the noticeDollars. If no election as to the Type of Incremental Revolving Facility Borrowing or Term Borrowing is specified, then the requested Borrowing shall be a Eurodollar an ABR Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)Loans denominated in Dollars. If no Interest Period is specified with respect to any requested Eurodollar Eurocurrency Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative the Borrower shall deliver on behalf notify the Agent of the applicable Borrowersuch request (each, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved a “Borrowing Request”) in writing (including by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent email transmission) (ia) in the case of a Eurodollar Borrowing, not later than 11:00 10:30 a.m., New York City time, two three Business Days before the date of the proposed Borrowing or (iib) in the case of an ABR Borrowing, not later than 1:00 p.m.10:30 a.m., New York City time, on the date of the proposed Borrowing. Each such written Borrowing Request for a Loan shall be irrevocable and shall be confirmed by email transmission to the Agent of a written Borrowing Request (in PDF format) in substantially the form of Exhibit E. Each such written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (i) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)the requested Borrowing; (ii) 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 (v) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed; and (vi) that , which shall comply with the conditions set forth in Sections 4.01(b)-(c) are satisfied as requirements of the date of the noticeSection 2.04. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To In order to request a BorrowingBorrowing (other than a Swingline Loan, Administrative Borrower as to which this Section 2.03 shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agentnot apply), a duly completed and executed Borrowing Request Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request in the form of Exhibit A (ia) in the case of an Alternative Currency Borrowing and in the case of a Eurodollar LIBOR Borrowing, not later than 11:00 a.m., New York City time (or, if the Borrowing Request is delivered or telecopied to the Administrative Agent in London, 1:00 p.m., London time), two three Business Days before the date of the a proposed Borrowing or and (iib) in the case of an ABR BorrowingBorrowing denominated in Dollars, not later than 1:00 p.m.12:00 noon, New York City time, one Business Day before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the date Effective Date may, at the discretion of the proposed BorrowingAdministrative Agent, be delivered later than the times specified above. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the aggregate Borrower requesting such Borrowing (and be signed by or on behalf of such Borrower); (ii) whether such Borrowing is to be a Periodic Access Borrowing, a U.S. $ Revolving Credit Borrowing or a Multi-Currency Revolving Credit Borrowing; (iii) whether the Borrowing then being requested is to be a LIBOR Borrowing or an ABR Borrowing; (iv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c) and, in the case of a Borrowing denominated in Dollars, shall be at an office of the Administrative Agent in New York City or London); (v) the date of such Borrowing (which shall be a Business Day and, in the case of a Periodic Access Borrowing to be made after the Effective Date, shall be within a Periodic Access Availability Period); (vi) the amount of such Borrowing (which shall be expressed in Dollars, regardless of whether such Borrowing is an aggregate minimum principal amount of $100,000Alternative Currency Borrowing); ; (iivii) the date currency of such Borrowing, Borrowing (which shall be a Business Day; Dollars, in the case of any U.S. $ Revolving Credit Borrowing or ABR Borrowing, and otherwise shall be Dollars or an Alternative Currency); and (iiiviii) whether if such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (iv) in the case of a Eurodollar LIBOR Borrowing, the initial Interest Period to be applicable with respect thereto; provided, which however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall be a period contemplated by comply with the definition of “Interest Period”; (v) the wiring information of the account of the applicable Borrower to which funds are to be disbursed; and (vi) that the conditions requirements set forth in Sections 4.01(b)-(c) are satisfied Section 2.02. If no election as to the currency of Borrowing is specified in any such notice, then the date of the noticerequested Borrowing shall be denominated in Dollars. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)Borrowing if denominated in Dollars or a LIBOR Borrowing if denominated in an Alternative Currency. If no Interest Period is specified with respect to any requested Eurodollar BorrowingLIBOR Borrowing 43 38 is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of three one month’s duration 's duration. The Administrative Agent shall promptly (orand in any event on the same day that the Administrative Agent receives such notice, if received by 11:00 a.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), of each Lender's portion of the requested Borrowing and, in the case of Borrowings occurring less than three months but more than one month prior an Alternative Currency Borrowing, of the Alternative Currency amount of such Borrowing and the Spot Exchange Rate utilized to the Maturity Date, one month’s duration)determine such amount. Promptly following receipt If a Borrower in respect of an outstanding Revolving Credit Borrowing shall not have delivered a Borrowing Request in accordance with this Section 2.052.03 prior to the end of the Interest Period then in effect for such Borrowing and requesting that such Borrowing be refinanced, then such Borrower shall (unless such Borrower has notified the Administrative Agent Agent, not fewer than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Revolving Credit Borrowing of equivalent amount in the same currency, and such new Borrowing shall advise each Lender be an ABR Borrowing if denominated in Dollars or a LIBOR Borrowing with an Interest Period of one month's duration if denominated in an Alternative Currency. The sum of (a) the aggregate principal amount of Borrowings by the EEIG Borrower, plus (b) the Aggregate L/C Exposure under Letters of Credit issued at the request of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested BorrowingEEIG Borrower, at any one time outstanding, shall not exceed $575,000,000.

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative the Borrower shall deliver on behalf notify the Administrative Agent of the applicable Borrower, such request by facsimile telecopy or electronic 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 which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (promptly confirmed by telecopy) (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowinga Base Rate Borrowing (other than Swingline Loans), not later than 1:00 p.m., New York City time, on the date Business Day of the proposed Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable irrevocable, subject to Sections 2.09, 3.02 and 3.03, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR a Base Rate Borrowing or a Eurodollar Borrowing; (ivd) 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”; (ve) the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (vif) that the conditions set forth in Sections 4.01(b)-(cSection 4.03(b) and (c) are satisfied or waived as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Base Rate Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three one month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile (hand delivery or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent)telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ivd) 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; (ve) the wiring information location and number of the Borrower's account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vif) that the conditions set forth in Sections 4.01(b)-(c4.02(b)-(d) are have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three one month’s 's duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Lender's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request Upon any Disbursements being made in respect of one or more Letters of Credit (whether such Letters of Credit were issued to support the obligations of the Foreign Borrower, the U.S. Borrower or any Subsidiary of the U.S. Borrower (or any of their respective divisions)), the U.S. Borrower (in the case of a BorrowingLetter of Credit issued for the account of other than the Foreign Borrower) and the Foreign Borrower (in the case of a Letter of Credit issued for its account) shall (unless it shall have given notice to the Administrative Agent to the contrary prior to 3:00 p.m., Applicable Time, at least three Business Days prior to the date of such Disbursement) be deemed to have delivered to the Administrative Agent a Borrowing Request pursuant to which such Borrower shall deliver on behalf have been deemed to irrevocably request that the Fronting Bank make a LIBO Rate Loan to such Borrower with a four month Interest Period in a principal amount equal to the aggregate amount of the applicable BorrowerDisbursements made on such date. Each Borrower hereby acknowledges and agrees that each Borrowing Request deemed to be delivered hereunder, the making of a Loan by the Fronting Bank to reimburse the Fronting Bank for Disbursements made under the Letters of Credit and the acceptance by either Borrower of the proceeds of the Borrowing shall constitute a representation and warranty by the Borrowers that on the date of such Borrowing (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 used to fund the Reimbursement Obligations in respect of Letters of Credit under which one or more Disbursements were made on the date of the Loan. 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 be Loans made by the Fronting Bank on the Effective Date under the terms of this Agreement and shall thereafter accrue interest and fees pursuant to the terms hereof, and each Lender shall continue to participate in such Loans in an amount equal to such Lender's Percentage of the outstanding principal amount of the Existing Loans. (b) In addition to the provisions of the making of Loans set forth in clause (a), above, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), delivering a duly completed and executed Borrowing Request to the Administrative Agent on or before 11:00 a.m., Applicable Time, on a Business Day, a Borrower may from time to time irrevocably request, on not less than three nor more than five Business Days' notice (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two Business Days before LIBO Rate Loans) and on the date of the proposed such Borrowing or (ii) in the case of Base Rate Loans), that a Borrowing be made as other than a LIBO Rate Loan having a four month Interest Period or in an ABR Borrowing, not later amount other than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the aggregate full amount of Disbursements with respect to which such Loan is to be made. If either Borrower elects that a Borrowing be made as a LIBO Rate Loan having a one, two or three month Interest Period pursuant to this clause, then upon the expiration of such Interest Period such Borrower shall (which unless it shall be in an aggregate minimum principal amount of $100,000); (ii) have given notice to the Administrative Agent to the contrary prior to 11:00 a.m., Applicable Time, at least three Business Days prior to the date of such Borrowing, Disbursement) be deemed to have delivered to the Administrative Agent a Continuation/Conversion Notice pursuant to which such Borrower shall be have been deemed to irrevocably request that the Fronting Bank continue the outstanding LIBO Rate Loan as a Business Day; (iii) whether such Borrowing is to be LIBO Rate Loan with 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 “Interest Period”; (vi) the wiring information of the account of the applicable Borrower to which funds are to be disbursed; and (vi) that the conditions set forth in Sections 4.01(b)-(c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (orone month, in the case of Borrowings occurring less than one the expiration of a three month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowingor Interest Periods which, then in the applicable Borrower shall be deemed to have selected an Interest Period of aggregate, equal three month’s duration months, (orii) two months, in the case of Borrowings occurring less than the expiration of a two month Interest Period or Interest Periods which, in the aggregate, equal two months, or (iii) three months but more than months, in the case of the expiration of a one month prior Interest Period, in each case in a principal amount equal to the Maturity Dateamount of the LIBO Rate Loan with an Interest Period then expiring. On the terms and subject to the conditions of this Agreement, one month’s durationeach Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified (or deemed to be specified) in such Borrowing Request. (c) The Fronting Bank may, at any time (whether or not a Default or Event of Default has occurred and is then continuing), in its sole and absolute discretion but subject to clause (a)(ii) of Section 2.1.3, demand that each other Lender make a Loan in an amount equal to such Lender's Percentage of the aggregate principal amount of all or a portion of the Loans outstanding on the date such demand is made, and may (in its sole discretion) elect which Loans (as among the Borrowers) are to be chosen as the Loans to be refunded by the Lenders. Promptly Each Lender (other than the Fronting Bank) irrevocably agrees that it shall (whether or not the conditions to the making of a Credit Extension contained in Article VI have been (or can be) satisfied) make such Loan by depositing the amount so demanded in same day funds in an account specified by the Fronting Bank on or before 11:00 a.m. New York City time on the first Business Day following receipt of such a Borrowing Request demand. The Fronting Bank agrees to apply all such funds received by it under this clause to refund and refinance the Loans previously made by it to either Borrower, as identified in accordance with the demand that it delivers to the Lenders pursuant to this Section 2.05clause. On the date (a "Funding Date") that the Lenders (other than the Fronting Bank) advance funds to the Fronting Bank pursuant to this clause, the Administrative Agent principal amount so refunded and refinanced shall advise become a Loan to the Borrower identified by the Fronting Bank outstanding under such Lender's Note to that particular Borrower and shall no longer be a Loan owed to the Fronting Bank under the Fronting Bank's Note to that particular Borrower. All interest payable with respect to any Loans made pursuant to this clause shall be appropriately adjusted to reflect the period of time during which such Loans were owing to the Fronting Bank and, on and subsequent to a Funding Date, such Loans were owing to the Lenders. The obligation of each Lender to make Loans by way of advancing immediately available funds to the Fronting Bank on a Funding Date to be applied to refund and refinance the Loans previously made by the Fronting Bank to the Borrowers (or either one of them) under this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which any Lender may have against Scotiabank, the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default or the inability of the details thereof and Borrowers to otherwise satisfy the conditions precedent set forth in Article VI; (iii) any adverse change in the condition (financial or otherwise) of either Borrower or any other Obligor; (iv) the acceleration or maturity of any Loans or other Obligations or the termination of any Commitment after the making of any Loan; (v) any breach of this Agreement or any other Loan Document by either Borrower, any other Obligor or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowingforegoing.

Borrowing Procedure. (a) To request a Borrowing, Administrative The Borrower shall deliver give the Administrative Agent notice of each borrowing hereunder in accordance with Section 2.9. Not later than 1:00 p.m. (New York, New York time) on the date specified for each borrowing hereunder, each Lender will make available the amount of the Loan to be made by it on such date to the Administrative Agent, at the Principal Office, in immediately available funds, for the account of the Borrower. The amount of each borrowing hereunder so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available, for and on behalf of the applicable Borrower, in immediately available funds by facsimile no later than 1:00 p.m. (or transmit by other electronic transmissionNew York, if arrangements for doing so have been approved in writing by the Administrative AgentNew York time); provided, a duly completed and executed Borrowing Request to however, that the Administrative Agent (i) may, in its discretion, cause such amounts to be made available directly to or for the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two Business Days before the date benefit of the proposed Borrowing or (ii) Person who is to receive the proceeds of such Loan in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance accordance with Section 2.02 or 2.03, as applicable: 2.10 (ie.g. the Vendor) if and to the aggregate amount extent that proceeds of such Borrowing (which shall be borrowing are used to pay for Nortel Networks Goods and Services. Notwithstanding anything to the contrary contained in an aggregate minimum principal amount of $100,000); (ii) this Agreement, if and to the date of such Borrowingextent that Nortel Networks is a Lender under this Agreement, which shall be a Business Day; (iii) whether such Borrowing is the Borrower further hereby irrevocably agrees that each Loan 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 advanced by the definition of “Interest Period”; (v) the wiring information of the account of the applicable Borrower to which funds are to be disbursed; and (vi) that the conditions set forth in Sections 4.01(b)-(c) are satisfied as of the date of the notice. If no election as Nortel Networks to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, Agreement (and only in accordance with this Agreement and after the Administrative Agent shall advise each Lender Agent's receipt of a Notice of Borrowing executed by the details thereof Borrower) may (in the discretion of Nortel Networks and if and to the extent that the proceeds of such Loan are to be paid to Nortel Networks) be effectively disbursed on the date set forth in the Notice of Borrowing for such disbursement to the Borrower by virtue of a credit in the amount of such ▇▇▇▇▇▇’s Loan given to be made as part of the requested BorrowingBorrower under the Master Purchase Agreement.

Borrowing Procedure. (a) To request a Revolving Borrowing or Term Borrowing, Administrative the Borrower shall deliver on behalf of the applicable Borrowerdeliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission, 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 Term Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, two on the third Business Days Day before the date of the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent, in the case of any Borrowing), (ii) in the case of an ABR Term Borrowing, not later than 1:00 4:00 p.m., New York City time, on the Business Day prior to the proposed Borrowing (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent) and (iii) in the case of any Revolving Borrowing, not later than 12:00 p.m., New York City time, on the fifth Business Day before the date of the proposed BorrowingBorrowing (or such later time as may be reasonably acceptable to the Administrative Agent). Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable‎Section 2.02: (ia) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ive) 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”; (vf) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed; and (vig) that that, in the case of a Revolving Borrowing, the conditions set forth in Sections 4.01(b)-(c‎Section 4.02(b) and ‎Section 4.02(c) are satisfied as of the date of the notice and, in the case of a Delayed Draw Term Loan Borrowing, the conditions set forth in Section ‎4.03(b) and ‎4.03(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 a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05‎Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Term Borrowing, Administrative Borrower Borrowers shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy) (i) in the case of a Eurodollar Term Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, two three Business Days before the date of the proposed Term Borrowing or and (ii) in the case of an ABR Term Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, on the date Business Day of the proposed Term Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrowers. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Term Borrowing; (iib) the date of such Term Borrowing, which shall be a Business Day; (iiic) whether such Term Borrowing is to be an ABR Term Borrowing or a Eurodollar Term Borrowing; (ivd) in the case of a Eurodollar Term Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (i) the date on which the Administrative Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 30 days after the Closing Date, the Interest Period shall be seven days; (ve) the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (vif) that the conditions set forth in Sections 4.01(b)-(cSection 4.02(b)-(e) are satisfied as of the date of the notice. If no election as to the Type of Term Borrowing is specified, then the requested Term Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Term Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Term Borrowing, then the applicable Borrower Borrowers shall be deemed to have selected an Interest Period of three one month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Term Loan to be made as part of the requested Term Borrowing.

Borrowing Procedure. (a) To request a BorrowingLoans, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile hand delivery, e-mail through a “pdf” copy (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent)) or facsimile, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar BorrowingLoans, not later than 11:00 a.m., New York City time, two three Business Days before the date of the proposed Borrowing (or such shorter period as the Administrative Agent is willing to accommodate) or (ii) in the case of an ABR BorrowingLoans, not later than 1:00 p.m.12:00 noon, New York City time, on one Business Day before the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (i) a. whether the requested borrowing is to be a borrowing of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans; b. the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)borrowing; (ii) c. the date of such Borrowingborrowing, which shall be a Business Day; (iii) d. whether such Borrowing borrowing is to be an for ABR Borrowing Loans or a Eurodollar BorrowingLoans; (iv) e. in the case of a Eurodollar BorrowingLoans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (v) f. the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed; and (vi) g. that the conditions set forth in Sections 4.01(b)-(c4.02(b)-(c) are (in the case of the Initial Term Loans funded on the Closing Date) or the applicable Increase Joinder or Refinancing Amendment (in the case of any Incremental Term Loan or Refinancing Term Loans of any Class) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing Loans is specified, then the requested Borrowing borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an for ABR Borrowing)Loans. If no Interest Period is specified with respect to any requested Eurodollar BorrowingLoan, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative Each Borrowing shall be made upon prior written notice from the Applicable Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Applicable Agent in the form of Exhibit C (a “Notice of Borrowing”). Such Notice of Borrowing shall be delivered to the Applicable Agent, (i) in the case of a Eurodollar BorrowingABR Borrowings, not later than 11:00 10:00 a.m., New York City timeHouston Time, two Business Days before on the date of the proposed requested Borrowing or Date; (ii) in the case of an ABR BorrowingEurocurrency Borrowings that are denominated in US Dollars, not later than 1:00 p.m.10:00 a.m., New York City timeLocal Time, three (3) Business Days prior to the requested Borrowing Date; (iii) in the case of Alternative Currency Loans, as provided in Section 2.4(c); and (iv) in the case of Swingline Loans, as provided in Section 2.6; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an 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. . (b) Each Notice of Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the identity of the Applicable Borrower; (ii) the aggregate principal amount of the requested Borrowing; (iii) the currency in which such Borrowing shall be denominated (which shall be in an aggregate minimum principal amount of $100,000a currency permitted by Section 2.2(b); ); (iiiv) the date of such Borrowing, requested Borrowing Date (which shall be a Business Day; Day with respect to such Borrowing); (iiiv) whether such the Class and Type of Borrowing is requested; (vi) with respect to be an ABR Borrowing or a Eurodollar Borrowing; (iv) in the case of a Eurodollar any Revolving Borrowing, the initial currency of such Borrowing; (vii) with respect to any Eurocurrency Borrowing or CDOR Borrowing, the Interest Period to be applicable thereto, to such Borrowing (which shall be a period contemplated by the definition of the term “Interest Period”; ); and (vviii) the wiring information location and number of the Applicable Borrower’s account in which the proceeds of the requested Borrowing are to be deposited or, in the case of an ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as contemplated by Section 2.7(d), the identity and the account of the applicable Borrower to which funds are Issuing Bank to be disbursedreimbursed. If no currency is specified in a Notice of Borrowing for a Revolving Borrowing, the requested Borrowing (x) if to the Borrower, shall be denominated in US Dollars; and (viy) that if to the conditions set forth Canadian Borrower, shall be denominated in Sections 4.01(b)-(cCanadian Dollars; and (z) are satisfied as of if to the date of the noticeUK Borrower, shall be denominated in Sterling. If no election as to the Type of Borrowing is specifiedspecified in a Notice of Borrowing, then the requested Borrowing shall be a Eurodollar Borrowing (or, A) if denominated in the case of Borrowings occurring less than one month prior to the Maturity DateUS Dollars, an ABR 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 requested Eurodollar Eurocurrency Borrowing or CDOR Borrowing, then the applicable Applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). . (c) Promptly following upon its receipt of a Borrowing Request in accordance with this Section 2.05Notice of Borrowing, the Administrative Applicable Agent shall advise each Lender that will make a Loan as part of the requested Borrowing of the details thereof and thereof, the identity of the Applicable Borrower, the currency in which such Revolving Borrowing is to be denominated in the case of a Revolving Borrowing, the amount of such ▇▇▇▇▇▇Lender’s 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. (d) 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. (a) To request a Borrowing, Administrative Borrower the Designated Company shall deliver on behalf of the applicable Borrowerdeliver, by facsimile (or transmit by other electronic transmissionhand delivery, if arrangements for doing so have been approved in writing telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second 1160381.015-CHISR02A - MSW paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 10:00 a.m., New York City London time, two three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (i) the names of the Co-Borrower(s) requesting such Borrowing(s) and the aggregate amount of such Borrowing(s), together with a schedule attached to such Borrowing Request, which schedule shall specify the amount required to be funded by each Aleris Incremental Term Lender based on its pro rata share of the Aleris Incremental Term Loan Commitments (and which amount shall not exceed such Aleris Incremental Term Lender’s Aleris Incremental Term Loan Commitment), which amount shall give effect to any net funding in respect thereof in accordance with the terms of the applicable Fee Letters, and which schedule shall clearly indicate each Aleris Incremental Term Lender that is net funding (for the avoidance of doubt, only arranger fees may be in an aggregate minimum principal amount of $100,000net funded); (ii) the date of such BorrowingBorrowing(s), which shall be a Business DayDay (and in the case of the Aleris Incremental Term Loans, (x) such Business Day shall occur on or prior to the Aleris Incremental Commitment Termination Date, and (y) such date shall be the date that the Aleris Incremental Term Loans are to be funded into the Escrow Account pursuant to Section 2.21); (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 theretoto each such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”” (and, in the case of the initial Interest Period applicable to Aleris Incremental Term Loans funded into the Escrow Account, shall be an Interest Period of one month); (viv) the wiring information location and number of the account of the applicable Borrower such Co-Borrowers’ account(s) to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); provided that, in the case of a Borrowing of Aleris Incremental Term Loans, such account shall be the Escrow Account; and (viv) in the case of the initial Credit Extension hereunder, under the Aleris Incremental Term Loan Commitments or under any Incremental Term Loan Commitments, that the conditions set forth in Sections 4.01(b)-(cSection 4.03(b) are - (d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, and in the case of Borrowings occurring less than one month prior Aleris Incremental Term Loans, that the Aleris Acquisition Closing Date and the Aleris Incremental Funding Date is expected to occur within three Business Days after the date designated pursuant to clause (ii) above, and that the conditions referred to in Section 6 of the Aleris Increase Joinder Amendment shall be satisfied on the Aleris Incremental Funding Date. 1160381.015-CHISR02A - MSW Subject to the Maturity Datesecond proviso in the definition of “Interest Period,” and except as provided in Section 2.21, an ABR Borrowing). If if no Interest Period is specified with respect to any requested Eurodollar Rate Borrowing, then the applicable Borrower Co-Borrowers shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative Borrower shall deliver the Lead Borrower, on behalf of the applicable BorrowerBorrowers, shall notify the Administrative Agent of such request by facsimile telecopy or electronic 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 which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (promptly confirmed by telecopy) (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR BorrowingRevolving Borrowing (other than Swingline Loans), not later than 1:00 p.m., New York City time, on the date Business Day of the proposed Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable irrevocable, subject to Section 2.10 and 2.11, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Lead Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Revolving Borrowing or a Eurodollar Borrowing; (ivd) 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”; (ve) the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (vif) that the conditions set forth in Sections 4.01(b)-(cSection 4.02(b) and (c) are satisfied or waived as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Revolving Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Lead Borrower shall be deemed to have selected an Interest Period of three one month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative Borrower shall hand deliver on behalf of the applicable Borrower, or transmit by facsimile transmission (or transmit by other electronic transmission, 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 11:00 a.m.1:00 p.m., New York City London time, two on the third Business Days Day before the date of the proposed Borrowing (or such later date and time as may be reasonably acceptable to the Administrative Agent) or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.11:00 a.m., New York City London time, on the date Business Day of the proposed BorrowingBorrowing (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent). Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ivd) 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”; (ve) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vif) that the applicable conditions set forth in Sections 4.01(b)-(c4.02(b), (c) and (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 a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Revolving Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative Borrower shall deliver on behalf give Administrative Agent notice of the applicable Borrower, each Borrowing by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), means of a duly completed and executed Borrowing Request Form containing the information required therein and delivered (by hand or by mechanically confirmed facsimile) to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not no later than 11:00 a.m.5:00 p.m. (New York, New York City NY time, two Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of day prior to which the proposed BorrowingBorrowing is desired to be funded. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of no less than $100,000); (ii) 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 “Interest Period”; (v) the wiring information of the account of the applicable Borrower to which funds are to be disbursed; and (vi) that the conditions set forth in Sections 4.01(b)-(c) are satisfied as of the date of the notice. If no election as [***] up to the Type Maximum Facility 16 Credit and Security Agreement / 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 Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior Administrative Agent’s right to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt require delivery of a Borrowing Request Form in accordance connection with this Section 2.05subsequent Borrowings. Any telephonic request for a Borrowing by Borrower shall be promptly confirmed by submission of a properly completed Borrowing Request Form to Administrative Agents, the Administrative Agent but failure to deliver a Borrowing Request Form shall advise each Lender not be a defense to payment of the details thereof and of the amount of such Borrowing. No Lender shall have liability to Borrower for any loss or damage suffered by ▇▇▇▇▇▇’s Loan ▇▇ as a result of ▇▇▇▇▇▇▇’ honoring of 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 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 as part 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 Borrowing Request Form submitted to it is incomplete or incorrect in any material respect, then Lenders shall withhold the entire Borrowing until Borrower shall have demonstrated to Administrative Agent’s reasonable satisfaction that such Borrowing Request Form is in fact not (or is no longer) incomplete or incorrect in any material respect.

Borrowing Procedure. (a) To request a Revolving Borrowing or Term Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by notify the Administrative Agent), Agent of such request by telephone (promptly confirmed by telecopy) or by delivering a duly completed and executed Borrowing Request to the Administrative Agent (ia) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, two three Business Days before the date of the proposed Borrowing or (iib) in the case of an ABR Borrowing, not later than 1:00 2:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that, any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.17(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable and shall be confirmed not later than 3:00 p.m., New York City time, on such Business Day by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request substantially in the form of Exhibit C and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) whether the requested Borrowing is to be a Revolving Borrowing or a Term Borrowing; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ive) 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 Syndication Agent shall have notified Borrower that the primary syndication of the Commitments has been completed (which notice shall be given by the Syndication Agent as promptly as practicable and, in any event, within 60 days after the Closing Date) Borrower shall only be permitted to request an Interest Period of seven days); and (vf) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed; and (vi) that , which shall comply with the conditions set forth in Sections 4.01(b)-(c) are satisfied as requirements of the date of the noticeSection 2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To In order to request a BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.01(a) or Section 2.02(f), Administrative Borrower as to which this Section 2.03 shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agentnot apply), a duly completed and executed Borrowing Request Borrower shall notify the Administrative Agent 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 (ia) in the case of a Eurodollar BorrowingTerm SOFR Borrowing or a Term CORRA Bo▇▇▇▇▇ng, not later than 11:00 a.m.1:00 p.m., New York City time, two three Business Days (or such later time as the Administrative Agent may reasonably agree), before a proposed Borrowing (or, in the date case of 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 later time as the Administrative Agent may reasonably agree)), (iib) in the case of an ABR Borrowing or a Daily Simple SOFR Borrowing, not later than 1:00 p.m., New York City time, on 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 BorrowingBorrowing (or such later time as the Administrative Agent may reasonably agree). Each Subject to the second proviso below, each Borrowing Request for a Loan shall be irrevocable irrevocable, shall be signed by or on behalf of a Borrower and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: information: (i) whether the aggregate amount Borrowing then being requested is to be a Term Borrowing or a Revolving Borrowing, and whether such Borrowing is to be a Term SOFR Borrowing, Daily Simple SOFR Borrowing, an ABR Borrowing, a Canadian Base Rate Borrowing or a Term CORRA Bo▇▇▇▇▇ng; provided, however, 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 Revolving Loans other than Tranche A Revolving Loans; (ii) the date of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000a Business Day); ; (iiiii) the date Borrower 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 “Interest Period”; (v) the wiring information number and location of the account of the applicable Borrower to which funds are to be disbursed; and (v) the amount of such Borrowing; (vi) 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 CORRA Bo▇▇▇▇▇ng, the initial Interest Period with respect thereto and the Class of Loans to which such initial Interest Period will apply; US-DOCS\159452469.6 provided, further, that, a Borrowing Request may state that such Borrowing Request is conditioned upon the conditions 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 Sections 4.01(b)-(c) are satisfied as of the date of the noticeSection 2.02. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, 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 is specified with respect to any requested Eurodollar BorrowingTerm SOFR Borrowing or Term CORRA Bo▇▇▇▇▇ng is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt The Administrative Agent shall promptly advise the applicable Lenders of a Borrowing Request any notice given in accordance with this Section 2.052.03 (and the contents thereof), the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. (a) To In order to request a BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.01(a) or Section 2.02(f), Administrative Borrower as to which this Section 2.03 shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agentnot apply), a duly completed and executed Borrowing Request Borrower shall notify the Administrative Agent 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 (ia) in the case of a Eurodollar Term SOFR Borrowing or a Term C▇▇▇▇ Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, two three Business Days (or such later time as the Administrative Agent may reasonably agree), before a proposed Borrowing (or, in the date case of 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 later time as the Administrative Agent may reasonably agree)), (iib) in the case of an ABR Borrowing or a Daily Simple SOFR Borrowing, not later than 1:00 p.m., New York City time, on 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 BorrowingBorrowing (or such later time as the Administrative Agent may reasonably agree). Each Subject to the second proviso below, each Borrowing Request for a Loan shall be irrevocable irrevocable, shall be signed by or on behalf of a Borrower and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: information: (i) whether the aggregate amount Borrowing then being requested is to be a Term Borrowing or a Revolving Borrowing, and whether such Borrowing is to be a Term SOFR Borrowing, Daily Simple SOFR Borrowing, an ABR Borrowing, a Canadian Base Rate Borrowing or a Term C▇▇▇▇ Borrowing; provided, however, 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 Revolving Loans other than Tranche A Revolving Loans; (ii) the date of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000a Business Day); ; (iiiii) the date Borrower 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 “Interest Period”; (v) the wiring information number and location of the account of the applicable Borrower to which funds are to be disbursed; and (v) the amount of such Borrowing; (vi) 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 thereto 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 conditions 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 Sections 4.01(b)-(c) are satisfied as of the date of the noticeSection 2.02. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, 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 is specified with respect to any requested Eurodollar BorrowingTerm 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 three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt The Administrative Agent shall promptly advise the applicable Lenders of a Borrowing Request any notice given in accordance with this Section 2.052.03 (and the contents thereof), the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative the Borrower shall deliver on behalf notify the Administrative Agent of the applicable Borrower, such request by facsimile telecopy or electronic 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 which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (promptly confirmed by telecopy) (i) in the case of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowinga Base Rate Revolving Borrowing (other than Swingline Loans), not later than 1:00 p.m., New York City time, on the date Business Day of the proposed Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable irrevocable, subject to Sections 2.09, 3.02 and 3.03, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR a Base Rate Revolving Borrowing or a Eurodollar Revolving Borrowing; (ivd) in the case of a Eurodollar Revolving Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (ve) the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (vif) that the conditions set forth in Sections 4.01(b)-(cSection 4.02(b) and (c) are satisfied or waived as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Base Rate Revolving Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three one month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a BorrowingSwingline Loan, Administrative the applicable Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two Business Days before the date of the proposed Borrowing confirmed by telecopy or (ii) in the case of an ABR Borrowingemail), not later than 1:00 p.m., New York City timeLocal Time, on the date day of the a proposed BorrowingSwingline Loan. Each Borrowing Request for a Loan such notice shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: requested date (i) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); (ii) the date of such Borrowing, which shall be a Business Day; ) and amount of the requested Swingline Loan; provided that any notice requesting a Swingline Loan in Canadian Dollars or Euro shall be accompanied by a borrowing notice for a Borrowing three (iii3) whether Business Days hence for a like amount of Multicurrency Revolving Loans denominated in the currency of the proposed Swingline Loan pursuant to Section 2.03 (it being understood such Borrowing notice for such Multicurrency Revolving Loans may be delivered not later than CREDIT AGREEMENT, Page 62 1:00 p.m. Local Time instead of 11:00 a.m. Local Time), which notice shall only be revocable if such Swingline Loan denominated in Canadian Dollars or Euro is not made; the proceeds of any such Multicurrency Revolving Loans made shall be applied by the Borrowers first, to repay the principal of such Swingline Loan and any interest owing thereunder to the Swingline Lender, with any amounts in excess thereof to be an ABR Borrowing or a Eurodollar Borrowing; (iv) in retained by the case applicable Borrower. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from such Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a Eurodollar Borrowing, credit to the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of “Interest Period”; (v) the wiring information of the general deposit account of the applicable Borrower with the Swingline Lender or by wire transfer, automated clearinghouse debit or interbank transfer to which funds are to be disbursed; and (vi) that such other account, accounts or Persons designated by the conditions set forth applicable Borrower in Sections 4.01(b)-(c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing applicable request (or, in the case of Borrowings occurring less than one month prior a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Maturity DateIssuing Bank) by 3:00 p.m., an ABR Borrowing). If no Interest Period is specified with respect to any Local Time, on the requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the Administrative Agent shall advise each Lender of the details thereof and of the amount date of such ▇▇▇▇▇▇’s Loan to be made as part of the requested BorrowingSwingline Loan.

Borrowing Procedure. (a) To request a Revolving Borrowing or Term Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile (hand delivery or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent)telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.10:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ive) 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”; (vf) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vig) that the conditions set forth in Sections 4.01(b)-(c4.02(b)-(d) are have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile (hand delivery or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent)telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.10:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ivd) 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”"; (ve) the wiring information location and number of the Borrower's account of the applicable Borrower to which funds are to be disbursed; and (vif) that the conditions set forth in Sections 4.01(b)-(c4.02(b)-(c) are have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s 's duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Lender's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) Each Revolving Loan shall be made upon the Borrower's irrevocable written notice ("Notice of Borrowing") delivered to the Lender which notice must be received by the Lender not later than (1) 11:00 a.m. (New York, New York time) three Business Days prior to the requested Funding Date in the case of Multi-Month LIBOR Rate Revolving Loans and (2) 11:00 a.m. (New York, New York time) on the requested Funding Date in the case of Reference Rate Revolving Loans and One-Month LIBOR Rate Revolving Loans, specifying: (A) the amount of the borrowing (which amount, in the case of a Eurodollar Borrowingborrowing of Multi-Month LIBOR Rate Revolving Loans, shall not later be less than 11:00 a.m.$3,000,000, New York City time, two Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the aggregate amount of such Borrowing (which shall be that is in an aggregate minimum principal amount integral multiple of $100,000500,000 in excess thereof); (iiB) the date of such Borrowingrequested Funding Date, which shall be a Business Day; (C) whether the Revolving Loans requested are to be Reference Rate Revolving Loans, One-Month LIBOR Rate Revolving Loans or Multi-Month LIBOR Rate Revolving Loans; and (D) the duration of the Interest Period if the requested Revolving Loans are to be Multi-Month LIBOR Rate Revolving Loans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any borrowing comprised of Multi-Month LIBOR Rate Revolving Loans, such Interest Period shall be two months. (ii) There may not be more than six (6) different Interest Periods in effect at any one time. (iii) whether With respect to any request for Reference Rate Revolving Loans and One-Month LIBOR Rate Revolving Loans, in lieu of delivering the above-described Notice of Borrowing, the Borrower may give the Lender telephonic notice of such Borrowing is request by the required time, and Lender shall be entitled to be an ABR Borrowing or a Eurodollar Borrowing;rely on the telephonic notice in making such Revolving Loans. (iv) All Revolving Loans made on the Closing Date shall be Reference Rate Revolving Loans or One-Month LIBOR Rate Revolving Loans, as the Borrower may direct. (b) On or prior to the Closing Date and thereafter prior to any change with respect to any of the information contained in the case of a Eurodollar Borrowingfollowing clauses (i) and (ii), the initial Interest Period Borrower shall deliver to be applicable thereto, which shall be the Lender a period contemplated by the definition of “Interest Period”; writing setting forth (vi) the wiring information of the account of the applicable Borrower to which funds the Lender is authorized to transfer the proceeds of the Revolving Loans requested pursuant to this Section 2.2, and (ii) the names of the officers authorized to request Revolving Loans on behalf of the Borrower, and shall provide the Lender with a specimen signature of each such officer. The Lender shall be entitled to rely conclusively on such officer's authority to request Revolving Loans on behalf of the Borrower, the proceeds of which are to be disbursed; andtransferred to any of the accounts specified by the Borrower pursuant to the immediately preceding sentence, until the Lender receives written notice to the contrary. The Lender shall have no duty to verify the identity of any individual representing himself as one of the officers authorized by the Borrower to make such requests on its behalf. (vic) that The Lender shall not incur any liability to the conditions set forth Borrower as a result of acting upon any notice referred to in Sections 4.01(b)-(c2.2(a) are satisfied and (b), which notice the Lender believes in good faith to have been given by an officer duly authorized by the Borrower to request Revolving Loans on its behalf or for otherwise acting in good faith under this Section 2.2, and the crediting of Revolving Loans to the Borrower's deposit account, or transmittal to such Person as the Borrower shall direct, shall conclusively establish the obligation of the date of the notice. If no election as Borrower to the Type repay such Revolving Loans. (d) Any Notice of Borrowing is specified, then the requested Borrowing (or telephonic notice in lieu thereof) made pursuant to Section 2.2 (a) shall be a Eurodollar Borrowing (or, in irrevocable and the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed bound to have selected an Interest Period of three month’s duration (or, in borrow the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request funds requested therein in accordance with this Section 2.05, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowingtherewith.

Borrowing Procedure. (a) To After the Closing Date, in order to request a BorrowingBorrowing under the Revolving Loans (other than a deemed Borrowing pursuant to Section 2.02(f) hereof, Administrative as to which this Section 2.03 shall not apply), the Borrower shall hand deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request telecopy to the Administrative Agent a duly completed Borrowing Request (ia) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City Dallas, Texas time, two three Business Days before the date of the a proposed Borrowing or under the Revolving Loans, and (iib) in the case of an ABR Borrowing, not later than 1:00 p.m.10:00 a.m., New York City timeDallas, Texas on the date (which shall be a Business Day) of a proposed Borrowing under the proposed BorrowingRevolving Loans. Each Borrowing Request for a Loan shall be irrevocable irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: information: (i) whether the aggregate amount of such Borrowing under the Revolving Loans then being requested is to be a Eurodollar Borrowing or an ABR Borrowing (which it being understood that the Borrowing under the Revolving Loans on the Closing Date shall be in an aggregate minimum principal amount of $100,000ABR Borrowing); ; (ii) the date of such Borrowing, Borrowing under the Revolving Loans (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 “Interest Period”; (v) the wiring information number and location of the account of the applicable Borrower to which funds are to be disbursed; and (iv) the amount of such Borrowing under the Revolving Loans; (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto and (vi) so long as Section 6.10 hereof is still in effect, that the conditions set forth in Sections 4.01(b)-(c) are satisfied as attached Compliance Certificate demonstrates no Default or Event of the date of the noticeDefault after giving effect to such Borrowing. If no election as to the Type of Borrowing under the Revolving Loans is specifiedspecified in any such notice, then the requested Borrowing under the Revolving Loans shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar BorrowingBorrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s 's duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the The Administrative Agent shall promptly advise each Lender the Lenders of any notice given pursuant to this Section 2.03 hereof (and the details thereof contents thereof), and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part each Lender's portion of the requested BorrowingBorrowing under the Revolving Loans.

Borrowing Procedure. (a) To request a Borrowing, Administrative the Lead Borrower shall deliver on behalf notify the Agent of the applicable Borrower, such request by facsimile telecopy or electronic 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 which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (promptly confirmed by telecopy) (i) in the case of a Eurodollar BorrowingBorrowing of LIBO Rate Loans, not later than 11:00 a.m.1:00 p.m., New York City time, two one Business Days Day before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowinga Borrowing of Base Rate Loans (other than Swingline Loans), not later than 1:00 p.m.12:00 p.m. (noon), New York City time, on the date Business Day of the proposed Borrowing. Each such telephonic Notice of Borrowing Request for a Loan shall be irrevocable irrevocable, subject to Sections 2.09 and 3.01, and shall be confirmed promptly by hand delivery or telecopy to the Agent of a written Notice of Borrowing in a form approved by the Agent and signed by the Lead Borrower. Each such telephonic and written Notice of Borrowing shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR a Borrowing of Base Rate Loans or a Eurodollar BorrowingBorrowing of LIBO Rate Loans; (ivd) in the case of a Eurodollar BorrowingBorrowing 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 in compliance with Section 2.02(e); (ve) the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (vif) that the conditions set forth in Sections 4.01(b)-(c) are Section 6 or Section 7, as applicable, have been satisfied or waived as of the date of the such notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)Base Rate Loans. If no Interest Period is specified with respect to any requested Eurodollar BorrowingBorrowing of LIBO Rate Loans, then the applicable Lead Borrower shall be deemed to have selected an Interest Period of three one month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationcompliance with Section 2.02(e)). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative The Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request give to the Administrative Agent written notice (ior telephonic notice promptly confirmed in writing) prior to (a) in the case of a Eurodollar BorrowingLoan, not later than 11:00 a.m., a.m. (New York City time, two ) at least three Business Days before prior to the date of the proposed Borrowing or Funding Date, and (iib) in the case of an ABR BorrowingLoan, not later than 1:00 p.m., 12:00 Noon (New York City time), on at least one Business Day prior to the date Funding Date. Such notice shall be in the form of the proposed Borrowinga Borrowing Request, and shall be irrevocable. Each Such Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); the Loans to be made, (ii) the proposed date of such Borrowing, the Loans (which shall be a Business Day; ), (iii) whether such Borrowing is Loans are to be an ABR Borrowing Loans or a Eurodollar Borrowing; (iv) in the case of a Loans and, if Eurodollar BorrowingLoans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by (iv) remittance instructions for disbursement of the definition proceeds of “Interest Period”; the Loans and (v) the wiring information of the account of the applicable Borrower to which funds are to be disbursed; and (vi) that the conditions set forth in Sections 4.01(b)-(c) are Article IV have been satisfied as of the date of the noticeBorrowing Request. The Borrowing Request shall be in substantially the form of Exhibit C. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Loans, of such Lender’s proportionate share thereof and the other matters covered by the related Borrowing Request. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an authorized officer of the Borrower. (c) If no election as to the denomination or Type of Borrowing Loans is specified, then the requested Borrowing shall be a deemed to be for Eurodollar Borrowing (or, in the case Loans with an Interest Period of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)month’s duration. If no Interest Period is specified with respect to any requested Eurodollar BorrowingLoan, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request Request, in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender the Lenders of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan proportionate share of the Loans to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing or Term Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by hand delivery or facsimile transmission (or transmit by other electronic transmission, 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 11:00 9:00 a.m., New York City time, two on the third Business Days Day before the date of the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent, in the case of any Borrowing, or the Issuing Bank, in the case of any issuance, amendment, extension or renewal of a Letter of Credit) or (ii) in the case of an ABR Borrowing, not later than 1:00 4:00 p.m., New York City time, on the date of Business Day prior to the proposed BorrowingBorrowing (or such time as may be reasonably acceptable to the Administrative Agent). Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ive) 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”; (vf) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vig) that the conditions set forth in Sections 4.01(b)-(c4.02(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 a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing or Term Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile 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 a Eurodollar Borrowing, not later than 11:00 a.m., New York City Cincinnati, Ohio time, two three Business Days before the date of the proposed Borrowing (except that in the case of proposed Eurodollar Borrowings on the Closing Date, such Borrowing Request may be delivered not later than 3:00 p.m., Cincinnati, Ohio time, on the Business Day immediately preceding the Closing Date) or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.9:00 a.m., New York City Cincinnati, Ohio time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ive) 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”; (vf) the wiring information location and number of Borrower’s account maintained with the account of the applicable Borrower Administrative Agent to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vig) that the conditions set forth in Sections 4.01(b)-(c4.02(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 a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative The Borrower shall deliver on behalf request the borrowing of a Loan by delivering to the applicable Lender a written Borrowing Notice signed by the Borrower, which shall be delivered to the Lender by facsimile no later than [information intentionally deleted] days (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing such shorter period as may be agreed by the Administrative Agent), a duly completed and executed Borrowing Request Lender) prior to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the proposed Borrowingrequested borrowing. Each Borrowing Request for a Loan Notice shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) that a Loan is requested by the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); Borrower, (ii) the date of such Borrowing, the requested borrowing (which shall be a Business Day; Day not less than [information intentionally deleted] days after delivery, or such shorter period as may be agreed by the Lender), (iii) whether such Borrowing is the aggregate principal amount of the Loan to be an ABR Borrowing or a Eurodollar Borrowing; borrowed, (iv) in the case specific purposes to which the proceeds of a Eurodollar Borrowingsuch Loan shall be applied (as permitted by Section 2.5 below) by reference to specific account creditors, the initial Interest Period amounts to be paid, account creditor payment remittance information and other applicable theretoinformation, which shall be a period contemplated by the definition of “Interest Period”; and (v) the wiring such other information of the account of the applicable Borrower to which funds are to be disbursed; and (vi) that the conditions and certifications as set forth in Sections 4.01(b)-(c) are satisfied the form of Borrowing Notice and as the Lender shall otherwise have reasonably requested. Each submittal of a Borrowing Notice by the Borrower to the Lender shall constitute a separate representation, warranty and covenant by the Borrower to use and apply the proceeds of the Loan solely as set forth in such Borrowing Notice. All amounts requested by the Borrower in a Borrowing Notice shall be due and payable to the applicable account creditors specified therein within [information intentionally deleted] Business Days following the date of the noticerequested borrowing. If no election as The Lender, in its sole discretion, may advance the Loan to the Type Borrower either (x) by deposit of such Loan to the Borrower’s Account; (y) by direct payment to the account creditors (for the benefit of the Borrower) pursuant to the information provided in the applicable Borrowing is specified, then the requested Borrowing Notice; or (z) a combination of (x) and (y). No Loan shall be advanced if a Eurodollar Borrowing Default or Event of Default has occurred and is continuing (or, in unless the case Lender has waived the relevant Default or Event of Borrowings occurring less than one month prior to Default for the Maturity Date, an ABR Borrowingpurpose of advancing the Loan). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To In order to request a Borrowing, Administrative the Lead Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (ia) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 (noon), New York City time, two three Business Days (or, in the case of a Borrowing on the Closing Date, on the Business Day of such Borrowing) before the date of the a proposed Borrowing or Borrowing, and (iib) in the case of an ABR Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, on the date of the one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable irrevocable, and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: information: (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; provided that, with respect to any Borrowing on the aggregate amount Closing Date, the Lead Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month (unless otherwise agreed to by the Administrative Agent in its sole discretion); (ii) the date of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); (ii) 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 “Interest Period”; (v) the wiring information number and location of the account of the applicable Borrower to which funds are to be disbursed; and (viiv) that the conditions amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Sections 4.01(b)-(c) are satisfied as of the date of the noticeSection 2.02. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar BorrowingBorrowing is specified in any such notice, then the applicable Lead Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the The Administrative Agent shall promptly advise each Lender the applicable Lenders of any notice given pursuant to this Section 2.03 (and the details thereof contents thereof), and of the amount of such ▇▇▇▇▇▇each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing or Term Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile (hand delivery or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent)telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Eurocurrency Borrowing or a EURIBOR Borrowing, not later than 11:00 a.m.noon, New York City timeLocal Time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.noon, New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) whether the requested Borrowing is to be a Borrowing of Dollar Revolving Loans, Dollar Term Loans, Euro Revolving Loans, Euro Term Loans, GBP Revolving Loans or GBP Term Loans; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) in the case of a Borrowing of Dollar Loans, whether such Borrowing is to be an ABR Borrowing or a Eurodollar Eurocurrency Borrowing; (ive) in the case of a Eurodollar Eurocurrency Borrowing or a EURIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (vf) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vig) that the conditions set forth in Sections 4.01(b)-(c4.02(b)-(d) are have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specifiedspecified with respect to any requested Borrowing of Dollar Loans, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Eurocurrency Borrowing or EURIBOR Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To In order to request a BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.02(g) or a Swing Line Borrowing as to which this Section 2.03(a) shall not apply), Administrative the U.S. Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit the Parent Borrower on its behalf) shall hand deliver, fax or send by other electronic transmissioncommunication (e-mail) (or by telephone notice promptly confirmed by a written, if arrangements for doing so have been approved in writing by the Administrative Agentfax or electronic communication (e-mail), a duly completed and executed Borrowing Request ) to the Administrative Agent a duly completed Borrowing Request (ix) in the case of a Eurodollar Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, two 1:00 p.m. (Standard Time) three Business Days before the date of the a proposed Borrowing or Borrowing, and (iiy) in the case of an ABR Borrowing, Borrowing not later than 1:00 p.m., New York City time, on the date of the p.m. (Standard Time) one Business Day before a proposed Borrowing. Each such Borrowing Request for a Loan shall be irrevocable irrevocable, shall be signed by or on behalf of a Responsible Officer of the U.S. Borrower (or the Parent Borrower on its behalf) and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: information: (i) whether the aggregate amount Borrowing being requested is to be a U.S. Revolving Borrowing or a U.S. Term Borrowing, (ii) whether such Borrowing is to be a Eurocurrency Borrowing or an ABR Borrowing; (iii) the date of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); (ii) 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 “Interest Period”; (v) the wiring information number and location of the account of the applicable Borrower to which funds are to be disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c)); and (v) the amount of such Borrowing; and (vi) that if such Borrowing is to be a Eurocurrency Borrowing, the conditions 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 Sections 4.01(b)-(c) are satisfied as of the date of the noticeSection 2.02. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar BorrowingEurocurrency Borrowing is specified in any such notice, then the applicable U.S.Parent Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the The Administrative Agent shall promptly advise each Lender the Applicable Lenders of any notice given pursuant to this Section 2.03(a) (and the details thereof contents thereof), and of the amount of such ▇▇▇▇▇▇each Lender’s Loan to be made as part portion of the requested Borrowing. (b) In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(g) or a Swing Line Borrowing as to which Section 2.03(b) shall not apply), a Canadian Borrower (or the U.S.Parent Borrower on its behalf) shall hand deliver, fax or send by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) to the Canadian Administrative Agent a duly completed Borrowing Request (x) in the case of a B/A Borrowing or a Eurocurrency Borrowing, not later than 1:00 p.m. (Standard Time) three Business Days before the proposed Borrowing and (y) in the case of a Canadian Prime Rate Borrowing or U.S. Base Rate Borrowing, not later than 1:00 p.m. (Standard Time) one Business Day before the proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of a Responsible Officer of the applicable Canadian Borrower (or the U.S.Parent Borrower on its behalf) and shall specify the following information: (i) in the case of a Canadian Tranche A Revolving Borrowing or a Canadian Tranche B Revolving Borrowing, whether the Borrowing then being requested is to be denominated in Canadian dollars or U.S. dollars; (ii) whether such Borrowing is to be a Canadian Prime Rate Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Eurocurrency Borrowing; (iii) the date of such Borrowing (which shall be a Business Day); (iv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (v) the amount of such Borrowing; and (vi) if such Borrowing is to be a B/A Borrowing or a Eurocurrency Borrowing, the Contract Period or Interest Period, respectively, therefor and (vii) whether such Borrowing is of Canadian Tranche A

Borrowing Procedure. (a) To In order to request a Borrowing, Administrative the applicable Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request give telephonic notice to the Administrative Agent (iconfirmed by hand delivery or telecopy of a duly completed Borrowing Request in the form of Exhibit A), (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 12:00 noon, London time, three Business Days before a proposed borrowing and (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, two on the Business Days before the date Day of the a proposed Borrowing or borrowing. Such notice shall be irrevocable and shall in each case specify (iii) in the case of a Borrowing on the Effective Date, whether the requested Borrowing is to be a Term Borrowing or a Revolving Borrowing, (ii) whether the Borrowing then being requested is to be a Eurocurrency Borrowing or an ABR Borrowing, not later than 1:00 p.m., New York City time, on (iii) the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the aggregate amount of such Borrowing (which shall be in an a Business Day), (iv) the aggregate minimum principal amount of $100,000); (ii) the date of such Borrowing, which (v) the currency of such Borrowing (which, in the case of an ABR Revolving Borrowing, shall be a Business Day; Dollars) and (iiiv) whether if such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (iv) in the case of a Eurodollar Eurocurrency Borrowing, the initial Interest Period with respect thereto. If no election as to be applicable theretothe currency of a Eurocurrency Revolving Borrowing is specified in any Borrowing Request, which shall be a period contemplated by the definition of “Interest Period”; (v) the wiring information of the account of then the applicable Borrower shall be deemed to which funds are to be disbursed; and (vi) that the conditions set forth have requested a Revolving Borrowing in Sections 4.01(b)-(c) are satisfied as of the date of the noticeDollars. If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)Revolving Borrowing if denominated in Dollars or a Eurocurrency Revolving Borrowing if denominated in Sterling. If no Interest Period is specified with respect to any requested Eurodollar BorrowingEurocurrency Revolving Borrowing is specified, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s 's duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile (hand delivery or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent)telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two three Business Days before the date of the proposed Borrowing Borrowing, or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.9:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) [Reserved]; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ive) 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”; (vf) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed; and (vig) that the conditions set forth in Sections 4.01(b)-(c4.02(b) are 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 deemed to be a Eurodollar Borrowing (orBorrowing, in the case and Borrower shall be deemed to have selected an Interest Period of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)three month’s duration. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative Borrower Borrowers shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy or digitally signed e-mail) (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, (other than Swingline Loans), not later than 1:00 p.m.12:00 noon, New York City time, on the date Business Day of the proposed Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy or digitally signed e-mail to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrowers. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ivd) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (i) the date on which the Administrative Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 30 days after the Closing Date, the Interest Period shall be seven days; (ve) the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (vif) that the conditions set forth in Sections 4.01(b)-(cSection 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 a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrower Borrowers shall be deemed to have selected an Interest Period of three one month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To In order to request a BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.01(a) or Section 2.02(f), Administrative Borrower as to which this Section 2.03 shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agentnot apply), a duly completed and executed Borrowing Request Borrower shall notify the Administrative Agent 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 (ia) in the case of a Eurodollar Term SOFR Borrowing or a Term ▇▇▇▇▇ Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, two three Business Days (or such later time as the Administrative Agent may reasonably agree), before a proposed Borrowing (or, in the date case of 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 later time as the Administrative Agent may reasonably agree)), (iib) in the case of an ABR Borrowing or a Daily Simple SOFR Borrowing, not later than 1:00 p.m., New York City time, on 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 BorrowingBorrowing (or such later time as the Administrative Agent may reasonably agree). Each Subject to the second proviso below, each Borrowing Request for a Loan shall be irrevocable irrevocable, shall be signed by or on behalf of a Borrower and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: information: (i) whether the aggregate amount Borrowing then being requested is to be a Term Borrowing or a Revolving Borrowing, and whether such Borrowing is to be a Term SOFR Borrowing, Daily Simple SOFR Borrowing, an ABR Borrowing, a Canadian Base Rate Borrowing or a Term ▇▇▇▇▇ Borrowing; provided, however, 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 Revolving Loans other than Tranche A Revolving Loans; (ii) the date of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000a Business Day); ; (iiiii) the date Borrower 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 “Interest Period”; (v) the wiring information number and location of the account of the applicable Borrower to which funds are to be disbursed; and (v) the amount of such Borrowing; (vi) 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 ▇▇▇▇▇ Borrowing, the initial Interest Period with respect thereto 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 conditions 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 Sections 4.01(b)-(c) are satisfied as of the date of the noticeSection 2.02. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, 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 is specified with respect to any requested Eurodollar BorrowingTerm SOFR Borrowing or Term ▇▇▇▇▇ Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt The Administrative Agent shall promptly advise the applicable Lenders of a Borrowing Request any notice given in accordance with this Section 2.052.03 (and the contents thereof), the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative Borrower shall deliver on behalf of notify the applicable BorrowerAdministrative Agent by delivering, by facsimile hand delivery, telecopier or electronic mail (or transmit by other similar means of electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agentdelivery), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar BorrowingBorrowing comprised of SOFR Loans, not later than 11:00 a.m., New York City time, two three U.S. Government Securities Business Days before prior to the requested date of the proposed Borrowing or (ii) in the case of an a Borrowing comprised of ABR BorrowingLoans, not later than 1:00 p.m.11:00 a.m., New York City time, on the requested date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Revolving Borrowing; (iib) the requested date of such Revolving Borrowing, which shall be a Business Day; (iiic) whether such Revolving Borrowing is to be an for ABR Borrowing Loans or a Eurodollar BorrowingSOFR Loans; (ivd) in the case of a Eurodollar BorrowingSOFR Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (ve) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(d); and (vif) that the conditions set forth in Sections 4.01(b)-(c4.02(b)-(g) are as applicable, have been satisfied as of the date of the noticeBorrowing Request. If no election as to the denomination or Type of Borrowing Loans is specified, then the requested Revolving Borrowing shall be a Eurodollar Borrowing (or, in the case deemed to be for SOFR Loans with an Interest Period of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)month’s duration. If no Interest Period is specified with respect to any requested Eurodollar BorrowingSOFR Loan, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request Request, in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender the Revolving Lenders of the details thereof and of the amount of such ▇▇▇▇▇▇Revolving Lender’s Loan Pro Rata Percentage of the Loans to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative the Borrower shall deliver on behalf notify the Administrative Agent of the applicable Borrower, such request by facsimile telecopy or electronic 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 which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (promptly confirmed by telecopy) (i) in the case of a Borrowing of Eurodollar BorrowingRate Loans, not later than 11:00 a.m., New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowinga Borrowing of Base Rate Loans (other than Swingline Loans), not later than 1:00 p.m.11:00 a.m., New York City time, on the date Business Day of the proposed Borrowing. Each such telephonic Notice of Borrowing Request for a Loan shall be irrevocable irrevocable, subject to Sections 2.09 and 3.01, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Notice of Borrowing in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Notice of Borrowing shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount Borrowing; 18-22178-rdd Doc 51-1 Filed 02/06/18 Entered 02/06/18 17:00:35 Exhibit Pg 77 of $100,000);432 (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR a Borrowing of Base Rate Loans or a Borrowing of Eurodollar BorrowingRate Loans; (ivd) in the case of a Borrowing of Eurodollar BorrowingRate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (ve) the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (vif) that the conditions set forth in Sections 4.01(b)-(c) Section 4.01 or Section 4.02, as applicable, are satisfied or waived as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)Base Rate Loans. If no Interest Period is specified with respect to any requested Borrowing of Eurodollar BorrowingRate Loans, then the applicable Borrower shall be deemed to have selected an Interest Period of three one month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationproviso in clause (d) above). Promptly following receipt of a Notice of Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Revolving Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To In order to request a BorrowingBorrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), Administrative as to which this Section 2.03 shall not apply), the Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (ia) in the case of a Eurodollar Borrowing, Borrowing not later than 11:00 a.m., New York City time, two 12:30 p.m. three Business Days before the date of the a proposed Borrowing or and (iib) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the 12:30 p.m. one Business Day before a proposed Borrowing. Each Subject to Section 2.14, each such telephonic request shall be irrevocable, shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: information: (i) whether the aggregate amount Borrowing then being requested is to be a Term Loan Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000a Business Day); ; (iiiii) the date number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing, which shall be a Business Day; ; and (iiiv) whether if 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 “or Interest Period”; (v) the wiring information of the account of the applicable Borrower to which funds are to be disbursed; and Periods with respect thereto and (vi) the Revolving Credit Exposure (after giving effect to the proposed Borrowing); provided, however, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the conditions requirements set forth in Sections 4.01(b)-(c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)Section 2.02. If no Interest Period is specified with respect to any requested Eurodollar BorrowingBorrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the The Administrative Agent shall promptly advise each Lender the applicable Lenders of any notice given pursuant to this Section 2.03 (and the details thereof contents thereof), and of the amount of such ▇▇▇▇▇▇each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing or Term Borrowing (other than a New Incremental Loan Borrowing), Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by hand delivery or facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, two three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.10:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Revolving Loan or a Term Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate principal amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ive) 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”; (vf) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vig) that the conditions set forth in Sections 4.01(b)-(c4.02(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 a Eurodollar Borrowing (orwith an Interest Period of one month; provided, in the case of Borrowings occurring less than one month prior to the Maturity Datehowever, each Swingline Loan shall be an ABR Borrowing)Loan. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Term Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile (hand delivery or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent)telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two on the third Business Days Day before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.9:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ivd) 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”; (ve) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vif) that the conditions set forth in Sections 4.01(b)-(c4.01(y) – (aa) 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 a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If Notwithstanding anything to the contrary, no Interest Period is specified with respect to any Eurodollar Borrowings may be requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month or made prior to 3 Business Days after the Maturity Closing Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative Borrower Each Loan shall deliver on behalf of be made upon prior written notice from the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request Borrower to the Administrative Applicable Agent (i) in the case form of Exhibit E (a Eurodollar “Notice of Borrowing, ”) delivered to the Applicable Agent not later than 11:00 10:00 a.m., New York City timeLocal Time, two at least (x) three Business Days before prior to the date requested Borrowing Date, if such Borrowing consists of the proposed Borrowing Eurodollar Loans, CDOR Loans or Canadian Prime Loans; and (iiy) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date requested Borrowing Date, if such Borrowing consists of the proposed BorrowingABR Loans. Each Notice of Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the name of the applicable Borrower, (ii) whether the requested Borrowing is to be a Revolving Borrowing or a Term Borrowing, (iii) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); (ii) the date of such requested 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 requested Borrowing Date; (v) the Type of a Borrowing requested; (vi) with respect to any Eurodollar Borrowing or CDOR Borrowing, the initial Interest Period to be applicable thereto, thereto (which shall be a period contemplated by the definition of the term “Interest Period”; ) and the Expiration Date of such Interest Period (vprovided that there shall not be more than seven (7) Interest Periods in effect at any one time under this Agreement); and (vii) the wiring information demand deposit account of such Borrower maintained with the Applicable Agent in which the proceeds of the account of the applicable Borrower to which funds requested Borrowing are to be disbursed; and (vi) that the conditions set forth in Sections 4.01(b)-(c) are satisfied as of the date of the noticedeposited. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing or a Canadian Prime Borrowing), as applicable. If no Interest Period is specified with respect to any requested Eurodollar Borrowing or CDOR Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following upon its receipt of a Borrowing Request in accordance with this Section 2.05Notice of Borrowing, the Administrative Applicable Agent shall advise each Lender that will make a Loan as part of the requested Borrowing of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing. (b) 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 promptly confirmed in writing by delivery to the Applicable Agent of a Notice of Borrowing. Neither the Applicable Agent nor any Lender shall incur any liability to the applicable Borrower in acting upon any telephonic notice referred to above which the Applicable Agent believes in good faith to have been given by such Borrower or for otherwise acting in good faith under this Section 2.3. (c) Each Term Borrower shall request Term Loans to be made to it on the Term Borrowing Date in an aggregate amount that, when taken together with the aggregate amount of Term Loans to be made to each other Term Borrower on the Term Borrowing Date, equals the Total Term Commitment.

Borrowing Procedure. (a) To request a Borrowing, Administrative the Borrower Agent shall deliver on behalf of the applicable Borrowerdeliver, by hand delivery, facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent)email, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Eurocurrency Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, two 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 Eurocurrency Borrowings to be made on the Closing Date, not later than 2:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing) or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, time on the date of Business Day prior to the proposed BorrowingBorrowing (or such later time as may be reasonably acceptable to the Administrative Agent). Each Borrowing Request for a Loan shall be irrevocable (subject to the last paragraph of 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 in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) [reserved]; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Eurocurrency Borrowing; (ive) in the case of a Eurodollar Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (vf) the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed; (g) [reserved]; (h) the identity of the Borrower or Borrowers requesting such Borrowing; and (vii) with respect to each Credit Extension, that the conditions set forth in Sections 4.01(b)-(cSection 4.02(b) are and Section 4.02(c) will be satisfied or waived as of the date of the noticerequested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Eurocurrency Borrowing (or, in the case with an Interest Period of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)month’s duration. If no a Borrower requests a Eurocurrency Borrowing but fails to specify an Interest Period is specified with respect to any requested Eurodollar BorrowingPeriod, then the applicable such Borrower shall will be deemed to have selected specified an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s 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. (a) Each Lender shall make each Funded 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. On the Closing Date, the Administrative Agent shall promptly credit a portion of the proceeds of the Funded Term B Loans to the Interest Reserve Account and to the Loan Proceeds Account, in each case in the amounts set forth therefor in Exhibit R to the Disbursement Agreement (which is net of certain fees and expenses related to the Transactions payable on the date hereof). (b) To request a BorrowingRevolving Facility Borrowing and/or a Term Borrowing other than the Term B Loans to be made on the Closing Date, Administrative the Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (ia) in the case of a Eurodollar Eurocurrency Borrowing, not later than 11:00 10:00 a.m., New York City timeLocal Time, two three (3) Business Days before the date of the any proposed Borrowing or (iib) in the case of an ABR Borrowing, not later than 1:00 p.m.10:00 a.m., New York City timeLocal Time, on the date of the proposed Borrowingrequested borrowing date. Each such telephonic Borrowing Request for a Loan shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) whether such Borrowing is to be a Borrowing of Revolving Facility Loans, Funded Term B Loans, 12-Month Delayed Draw Term B Loans, 18-Month Delayed Draw Term B Loans or Other Term Loans; (ii) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)the requested Borrowing; (iiiii) the date of such Borrowing, which shall be a Business Day; (iiiiv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Eurocurrency Borrowing; (ivv) in the case of a Eurodollar 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 (vvi) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed; and (vi) that the conditions set forth . The Revolving Facility Borrowing shall be made in Sections 4.01(b)-(c) are satisfied as of the date of the noticeDollars. If no election as to the Type of Revolving Facility Borrowing or Term Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Eurocurrency Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative Borrower The Company shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request give to the Administrative Agent prior notice (by telex or telecopier, or by telephone (confirmed in writing promptly thereafter)) of its intention to borrow under this Section 2, by delivery to the Administrative Agent of a borrowing request substantially in the form of Exhibit K hereto (each, a "Borrowing Request") specifying: (i) the proposed date of such borrowing (each, a "Borrowing Date"), which date shall be a Business Day in the case of Base Rate Loans or a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two Business Days before the date of the proposed Borrowing or (ii) Day in the case of an ABR BorrowingLIBOR Loans, not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); (ii) the date aggregate principal amount of the Committed Loans to be made on such Borrowingdate, which shall shall, in the case of LIBOR Loans, be a Business Day; in the minimum aggregate amount of $5,000,000 and multiples of $1,000,000 in excess thereof and, in the case of Base Rate Loans, be in the minimum aggregate amount of $1,000,000 and multiples thereof, (iii) whether such Borrowing is Committed Loans are to be an ABR Borrowing funded as LIBOR Loans or a Eurodollar Borrowing; Base Rate Loans, and (iv) in the case of a Eurodollar BorrowingLIBOR Loans, the initial Interest Period therefor. (b) A Borrowing Request shall be given by (i) 12:00 noon (Minneapolis time) not less than three Eurodollar Business Days prior to the proposed Borrowing Date if such Loan is to be applicable theretoa LIBOR Loan and (ii) 10:30 a.m. (Minneapolis time) on the proposed Borrowing Date if such Loan is to be a Base Rate Loan; provided, which however, that with respect to a LIBOR Loan borrowing on the Effective Date, the Borrowing Request shall be a period contemplated given by 12:00 noon (Minneapolis time) not less than two Eurodollar Business Days prior to the Effective Date. Subject to Sections 2.9 and 2.10, upon receipt by the definition of “Interest Period”;Administrative Agent, a Borrowing Request shall be irrevocable. (vc) the wiring information of the account of the applicable Borrower to which funds are to be disbursed; and (vi) that the conditions set forth in Sections 4.01(b)-(c) are satisfied as of On the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a such Borrowing Request in accordance with this Section 2.05by the Administrative Agent, the Administrative Agent shall advise give prompt notice by telephone or telecopy to each Lender Bank of the details thereof and of contents thereof. Each Bank shall make immediately available funds equal to the amount of such ▇▇▇▇▇▇’s its Committed Loan available to be made as part the Administrative Agent for the account of the requested BorrowingCompany at U.S. Bank National Association, or at such other office designated by the Administrative Agent from time to time, not later than 12:00 noon (Minneapolis time), on each Borrowing Date. Unless the Administrative Agent is aware that the conditions precedent to the making of such Committed Loans set forth in Sections 9 and 10 have not been satisfied (in which event the Administrative Agent shall promptly notify the Company and all the Banks), the Administrative Agent shall make available to the Company not later than 12:30 p.m. (Minneapolis time) on such Borrowing Date, the amount of funds so received in the type of funds received by it (or, at the option of the Administrative Agent, in immediately available funds). On or before the close of business (Minneapolis time) on the Business Day that the Administrative Agent determines the LIBO Rate for any Committed Loans in accordance with the respective definitions thereof, the Administrative Agent shall use best efforts to notify each Bank of such LIBO Rate.

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy) (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR BorrowingBorrowing (other than Swingline Loans), not later than 1:00 p.m.9:00 a.m., New York City time, on the date Business Day of the proposed Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) whether the requested Borrowing is to be a Revolving Borrowing; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ive) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided, that until the earlier of (i) the date on which the Administrative Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 60 days after the Closing Date, the Interest Period shall be two weeks; (vf) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (vig) that the conditions set forth in Sections 4.01(b)-(cSection 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 a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three one month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, Administrative the Borrower shall deliver on behalf notify the Administrative Agent of the applicable Borrowersuch request by telephone not later than 12:00 p.m., by facsimile New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing such shorter period as may be agreed by the Administrative Agent)) and no later than 12:00 a.m., New York time, on the Business Day before the date of a duly completed and executed proposed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two Business Days before the date Borrowing of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the proposed BorrowingLoans. Each such telephonic Borrowing Request for a Loan shall be irrevocable 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 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 compliance with Section 2.02 or 2.03, as applicable: excess of one month until the earlier of (ix) the aggregate amount 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 Closing Date shall commence on the Closing 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 in an aggregate minimum principal amount of $100,000); (ii) 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 “Interest Period”; (vc) the wiring information number and location of the account of the applicable Borrower 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 (vi) that , if Eurodollar Loans, the conditions 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 Sections 4.01(b)-(c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)Section 2.02. If no Interest Period is specified with respect to any requested Eurodollar BorrowingBorrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the The Administrative Agent shall promptly advise each Lender the applicable Lenders of any notice given pursuant to this Section 2.03 (and the details thereof contents thereof), and of the amount of such ▇▇▇▇▇▇each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. (a) To In order to request a BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.02(f) as to which this Section 2.03(a) shall not apply), Administrative the U.S. Borrower shall hand deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request fax to the Administrative Agent a duly completed Borrowing Request (ia) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Eurocurrency Borrowing, not later than 1:00 p.m., New York City timeStandard Time, three Business Days before a proposed Borrowing, (b) in the case of an ABR Borrowing under the U.S. Commitments not later than 11:00 a.m., Standard Time, on the date day of the proposed Borrowing, and (c) in the case of an ABR Borrowing under the Canadian Commitments, not later than 2:00 p.m., Standard Time, one Business Day before the proposed Borrowing. Each such Borrowing Request for a Loan shall be irrevocable irrevocable, shall be signed by or on behalf of the U.S. Borrower and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: information: (i) whether the aggregate amount Borrowing then being requested is to be a U.S. Borrowing or, if at the time of such request the U.S. Commitments have been fully utilized, a Canadian Borrowing; (ii) whether such Borrowing is to be a Eurocurrency Borrowing or an ABR Borrowing; (iii) the date of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); (ii) 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 “Interest Period”; (v) the wiring information number and location of the account of the applicable Borrower to which funds are to be disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c)); and (v) the amount of such Borrowing; and (vi) that if such Borrowing is to be a Eurocurrency Borrowing, the conditions 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 Sections 4.01(b)-(c) are satisfied as of the date of the noticeSection 2.02. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar BorrowingEurocurrency Borrowing is specified in any such notice, then the applicable U.S. Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s 's duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the The Administrative Agent shall promptly advise each Lender the applicable Lenders of any notice given pursuant to this Section 2.03(a) (and the details thereof contents thereof), and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part each Lender's portion of the requested Borrowing. (b) In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03(b) shall not apply), the Canadian Borrower (or the U.S. Borrower on its behalf) shall hand deliver or fax to the Canadian Administrative Agent a duly completed Borrowing Request (a) in the case of a B/A Borrowing or a Eurocurrency Borrowing, not later than 1:00 p.m., Standard Time, three Business Days before the proposed Borrowing and (b) in the case of a Canadian Prime Rate Borrowing or U.S. Base Rate Borrowing, not later than 3:00 p.m., Standard Time, one Business Day before the proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Canadian Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be denominated in Canadian dollars or U.S. dollars; (ii) whether such borrowing is to be a Canadian Prime Rate Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Eurocurrency Borrowing; (iii) the date of such Borrowing (which shall be a Business Day); (iv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (v) the amount of such Borrowing; and (vi) if such Borrowing is to be a B/A Borrowing or a Eurocurrency Borrowing, the Contract Period or Interest Period, respectively, therefor; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Canadian Prime Rate Borrowing (if denominated in Canadian dollars) or a U.S. Base Rate Borrowing (if denominated in U.S. dollars). If no Contract Period or Interest Period with respect to a B/A Borrowing or Eurocurrency Borrowing has been specified in any such notice, then the Canadian Borrower shall be deemed to have selected a Contract Period or Interest Period of 30 days' or one month's duration, respectively. The Canadian Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03(b) (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative the Lead Borrower shall deliver on behalf notify the Administrative Agent of the applicable Borrower, such request by facsimile telecopy or electronic 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 which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (promptly confirmed by telecopy) (i) in the case of a Eurodollar BorrowingBorrowing of LIBO Rate Loans, not later than 11:00 a.m.1:00 p.m., New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowinga Borrowing of Base Rate Loans (other than Swingline Loans), not later than 1:00 p.m., New York City time, on the date Business Day of the proposed Borrowing. Each such telephonic Notice of Borrowing Request for a Loan shall be irrevocable irrevocable, subject to Sections 2.09 and 3.01, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Notice of Borrowing in a form approved by the Administrative Agent and signed by the Lead Borrower. Each such telephonic and written Notice of Borrowing shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR a Borrowing of Base Rate Loans or a Eurodollar BorrowingBorrowing of LIBO Rate Loans; (ivd) in the case of a Eurodollar BorrowingBorrowing 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”; (ve) the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (vif) that the conditions set forth in Sections 4.01(b)-(c) Section 6 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 Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)Base Rate Loans. If no Interest Period is specified with respect to any requested Eurodollar BorrowingBorrowing of LIBO Rate Loans, then the applicable Lead Borrower shall be deemed to have selected an Interest Period of three one month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a BorrowingTerm Loans, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile hand delivery, e-mail through a “pdf” copy (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 a Eurodollar Term Loans, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing, or (ii) in the case of ABR Term Loans, not later than 11:00 a.m., New York City time, two Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the proposed Borrowingborrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) whether the requested borrowing is to be a borrowing Term Loans or Incremental Term Loans; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)borrowing; (iic) the date of such Borrowingborrowing, which shall be a Business Day; (iiid) whether such Borrowing borrowing is to be an for ABR Borrowing Term Loans or a Eurodollar BorrowingTerm Loans; provided that all borrowings on the Closing Date shall be for ABR Term Loans; (ive) in the case of a Eurodollar BorrowingTerm Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (vf) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vig) that the conditions set forth in Sections 4.01(b)-(c4.02(b)-(d) are have been satisfied as of the date of the notice. If no election as to the Type of Borrowing Term Loans is specified, then the requested Borrowing borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an for ABR Borrowing)Term Loans. If no Interest Period is specified with respect to any requested Eurodollar BorrowingTerm Loan, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Term Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To The Company will request a Borrowingloan hereunder by written notice in the form of Exhibit 2.2 annexed hereto, Administrative Borrower or by telephonic notice (which notice shall deliver be confirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 12:00 noon, Milwaukee time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not later than 10:30 a.m. (Milwaukee time) on the date three Business Days before the proposed Borrowing Date. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice will control. Each such request will be effective upon receipt by the Agent and will specify (i) the amount of the requested loan; (ii) the proposed Borrowing Date; (iii) whether such loan will bear interest at the Variable Rate or at the Adjusted LIBOR Rate; and (iv) in the case of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall give notice of such borrowing request to the other Banks not later than 1:30 p.m. (Milwaukee time) on the Borrowing Date. Each Bank shall have its respective portion of the loans available to the Agent in Milwaukee in immediately available funds not later than 3:30 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the loans hereunder, the Agent will make a loan to the Company in such amount on behalf of such Bank. Notes and other required documents delivered to the applicable BorrowerAgent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with instructions received from it, together with copies of such other documents received in connection with the borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by facsimile (or transmit by other electronic transmissiona Bank not later than 3:30 p.m., if arrangements for doing so have been approved in writing by the Administrative Agent)Milwaukee time, on a duly completed and executed Borrowing Request Date that such Bank will not make available to the Administrative Agent such Bank's pro rata share of the requested loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent that such Bank, without giving such notice, shall not have so made such amount available to the Agent, such Bank and the Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of a Eurodollar Borrowingthe Company, not later than 11:00 a.m.the Variable Rate, New York City time, two Business Days before the date of the proposed Borrowing or and (ii) in the case of an ABR Borrowingsuch Bank, not later than 1:00 p.m., New York City time, on the date Federal Funds Rate for each of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 first three days (or 2.03, as applicable: (i) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); (ii) 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 “Interest Period”; (v) the wiring information of the account of the applicable Borrower to which funds are to be disbursed; and (vi) that the conditions set forth in Sections 4.01(b)-(c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing.fraction

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy) (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, (other than Swingline Loans), not later than 1:00 p.m.11:00 a.m., New York City time, on the date same Business Day of the proposed Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Administrative Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) [Intentionally Omitted]; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ive) 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”; (vf) the wiring information location and number of the Administrative Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (vig) that the conditions set forth in Sections 4.01(b)-(cSection 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 a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrower Borrowers shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative The Borrower shall deliver on behalf of give the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by Administrative Agent at the Administrative Agent), a duly completed and executed Borrowing Request ’s Office prior to the Administrative Agent 1:00 p.m. (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two ) (i) at least three (3) Business Days before Days’ prior written notice in the date form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the case form of an ABR Borrowing, not later than 1:00 p.m., New York City time, Borrowing Request (or telephonic notice promptly confirmed in writing by e-mail) on the date of the proposed BorrowingBorrowing of Loans if all such Loans are to be ABR Loans. Each Such Borrowing Request for a Loan shall be irrevocable substantially in the form of Exhibit C-1 or C-2 hereto, as applicable, and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); the Loans to be made, (ii) the date of such Borrowing, which shall be a Business Day; the Borrowing and (iii) whether such Borrowing is the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to be an ABR Borrowing or a Eurodollar Borrowing; (iv) in the case of a Eurodollar Borrowinginclude LIBOR Loans, the initial Interest Period to be initially applicable thereto, which shall be a period contemplated . Each telephonic notice by the definition Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of “Interest Period”; a written Borrowing Request by no later than 2:00 p.m. (vNew York City time). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) the wiring information of the account proposed Borrowing of Loans, of such Lender’s proportionate share thereof and of the applicable Borrower to which funds are to be disbursed; and (vi) that other matters covered by the conditions set forth in Sections 4.01(b)-(c) are satisfied as of the date of the noticerelated Borrowing Request. If no election as the Borrower fails to the Type specify whether any Loans shall consist of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, ABR Loans or LIBOR Loans in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar BorrowingBorrowing Request, then the applicable Borrower Loans shall be deemed to have selected an Interest Period of three month’s duration made as ABR Loans. (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following b) Following receipt of a Borrowing Request in accordance with this Section 2.05Request, the Administrative Agent shall advise promptly notify each Lender of the details thereof and amount of its Pro Rata Percentage of the amount Loans. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such ▇▇▇▇▇▇’s Loan telephonic notice believed by the Administrative Agent in good faith to be made as part from a Responsible Officer of the requested BorrowingBorrower. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative Lead Borrower shall deliver on behalf notify the Administrative Agent of the applicable Borrower, such request by facsimile telecopy or electronic 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 which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (promptly confirmed by telecopy or electronic transmission) (i) in the case of a Eurodollar BorrowingBorrowing of Term SOFR Rate Loans, not later than 11:00 a.m.1:00 p.m., New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowinga 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. Each such telephonic Notice of Borrowing Request for a Loan shall be irrevocable irrevocable, subject to Sections 2.09, 3.01 and 3.05, and shall be confirmed promptly by hand delivery or 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 shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR a Borrowing of Base Rate Loans or a Eurodollar BorrowingBorrowing of Term SOFR Rate Loans; (ivd) in the case of a Eurodollar BorrowingBorrowing of Term SOFR 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 (ve) the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed; and (vi) that , which shall comply with the conditions set forth in Sections 4.01(b)-(c) are satisfied as requirements of the date of the noticeSection 2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)Base Rate Loans. If no Interest Period is specified with respect to any requested Eurodollar BorrowingBorrowing of Term SOFR Rate Loans, then the applicable Lead Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Notice of Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative the Borrower Agent shall deliver on behalf of the applicable Borrowerdeliver, by hand delivery, facsimile (or transmit by telephone confirmed promptly in writing by facsimile or other electronic transmission, 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 11:00 a.m.1:00 p.m., New York City timetime (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), two three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.12:00 noon, New York City timetime (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), on one (1) Business Day before the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ivd) 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”; (ve) the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vif) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Sections 4.01(b)-(cSection 4.02(b) are and Section 4.02(c) will be satisfied or waived as of the date of the noticerequested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative the Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile (or transmit by other electronic transmissionhand delivery, if arrangements for doing so have been approved in writing telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Rate Borrowing, not later than 11:00 a.m., New York City time, two three (3) Business Days before the date of the proposed Borrowing Borrowing, or (ii) in the case of an ABR a Base Rate Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (i) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) [intentionally omitted]; (iv) whether such Borrowing is to be an ABR a Base Rate Borrowing or a Eurodollar Rate Borrowing; (ivv) in the case of a Eurodollar Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (vvi) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vivii) in the case of the initial Credit Extension hereunder or under any Incremental Term Loan Commitments, that the conditions set forth in Sections 4.01(b)-(cSection 4.02(b) are - (d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Base Rate Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Rate Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a BorrowingLoans, the Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile hand delivery or telecopier (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agente-mail), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar BorrowingRevolving Loans, not later than 11:00 a.m., New York City time, two three (3) Business Days before the date of the proposed Borrowing or Borrowing; (ii) in the case of an ABR BorrowingEuro Denominated Loans, not later than 1:00 p.m.11:00 a.m., New York City time, four (4) Business Days before the date of the proposed Borrowing; or (iii) in the case of ABR Loans, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowingborrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (i) whether the requested borrowing is to be a borrowing of U.S. Revolving Loans, Australian Revolving Loans or Dutch Revolving Loans; (ii) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)borrowing; (iiiii) the date of such Borrowingborrowing, 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 Dollar Denominated Loans, whether such borrowing is to be for ABR Loans or Eurodollar BorrowingRevolving Loans; provided that all borrowings on the Closing Date shall be for ABR Loans; (v) in the case of Eurodollar Revolving Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (A) the date on which the Arranger shall have notified the Borrowers that a Successful Syndication has been achieved and (B) the date that is ninety (90) days following the Closing Date, the Interest Period shall be one month, the Interest Period shall be one month; (vvi) the wiring information Borrower requesting such borrowing and the location and number of the such Borrower’s account of the applicable Borrower to which funds are to be disbursed; and, which shall comply with the requirements of Section 2.02(c); (vivii) that the conditions set forth in Sections 4.01(b)-(c4.02(b)-(d) are have been satisfied as of the proposed date of the noticeborrowing; and (viii) the Approved Currency for such borrowing. If no election as to the Type of Borrowing Loans is specified, then the requested Borrowing borrowing shall be a Eurodollar Borrowing (or, for ABR Loans in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)dollars. If no Interest Period is specified with respect to any requested Eurodollar BorrowingRevolving Loan, then the applicable Administrative Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), notify and submit a duly completed and executed Borrowing Request to the Administrative Agent in writing not later than 12:00 PM (Chicago time) thirty (30) days before each requested Borrowing, specifying the amount of the Loan to be made. 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) in shall be irrevocable, (ii) shall specify the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two Business Days before the date amount of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the aggregate amount of such Borrowing Loans (which shall be in an aggregate minimum principal amount of $100,000Eurodollar Borrowings); , (iiiii) shall specify the date of such Borrowingproposed Borrowing date, which shall be a Business Day; (iii) whether such Permitted Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; Date and (iv) shall specify wire transfer instructions in accordance with such Borrowing shall be funded. (b) Notwithstanding the obligation of Borrower to send written Borrowing Request, in the case event that Administrative Agent agrees to accept a Borrowing Request made by telephone, such telephonic request shall be binding on Borrower whether or not written confirmation is sent by Borrower or requested by Administrative Agent. Administrative Agent may act prior to the receipt of any requested written confirmation, without any liability whatsoever, based upon telephonic notice believed by Administrative Agent in good faith to be from Borrower or its agents. Administrative Agent’s records of the terms of any telephonic requests for Borrowings shall be conclusive on Borrower in the absence of gross negligence or willful misconduct on the part of Administrative Agent (as determined by a court of competent jurisdiction in a final, non-appealable judgment or order) in connection therewith. (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 clarification, it is hereby agreed that during each calendar month there shall be only, and the Borrower shall not be entitled to specify more than, two (2) Permitted Borrowing Dates. (d) Administrative Agent shall give to each applicable Lender prompt notice on the date of Administrative Agent’s receipt of written notice from Borrower of each Borrowing Request. On the date on which a Borrowing is requested to be made pursuant to the applicable Notice of Borrowing, each applicable Lender will make available to Administrative Agent at the address of Administrative Agent set forth in Section 9.01, in immediately available funds, its Applicable Commitment Percentage of such Borrowing requested to be made (provided, that at the election of the Administrative Agent and each applicable Lender, such Lender(s) may agree to make a Loan on a non pro rata basis in amounts acceptable to Administrative Agent and such Lender(s) in their sole discretion and in the event of any such non pro rata making of a Eurodollar BorrowingLoan by such Lender(s), (i) such Lender(s) making of a Loan of less than their pro rata share of the proposed Borrowing shall be automatically deemed to have assigned to the applicable Lender(s) making of a Loan of more than their pro rata share of the proposed Borrowing (and such Lender(s) making of a Loan of more than their pro rata share of the proposed Borrowing shall be automatically deemed to have assumed) a percentage interest in the respective Commitment of such Lender(s) making a Loan of less than their pro rata share of the proposed Borrowing in amounts sufficient to give effect to such non pro rata making of such Loan and such assignment shall otherwise be deemed to be made pursuant to, and in accordance with, the initial Interest Period to be applicable thereto, which terms of Section 9.03 without further action or documentation by any Person and (ii) Schedule 2.01 shall be a period contemplated updated by the definition of “Interest Period”; (v) the wiring information Administrative Agent to reflect such assignments of the account Commitments) 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 Loans (subject to, and except as set forth in, the preceding parenthetical in this sentence) on the applicable Borrower to which Permitted Borrowing Date in immediately available funds are to be disbursed; and (vi) that in accordance with the terms of such Borrowing Request. Upon fulfillment of the conditions set forth in Sections 4.01(b)-(cclauses (i) are satisfied as and (ii) of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Section 2.01 and Article IV for such Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following and as soon as practicable after receipt of a Borrowing Request in accordance with this Section 2.05funds from Lenders, the Administrative Agent shall advise each Lender of will make such funds as have been received from Lenders available to Borrower at the details thereof and of the amount of account specified by Borrower in such ▇▇▇▇▇▇’s Loan to be made as part of the requested BorrowingBorrowing Request.

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy) (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR BorrowingBorrowing (other than Swingline Loans), not later than 1:00 p.m.11:00 a.m., New York City time, on the date Business Day of the proposed Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ivd) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (i) the date on which the Syndication Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 60 days after the Closing Date, the Interest Period shall be seven days; (ve) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (vif) that the conditions set forth in Sections 4.01(b)-(cSection 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 a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three one month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative Lead Borrower shall deliver on behalf notify the Administrative Agent of the applicable Borrower, such request by facsimile telecopy or electronic 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 which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (promptly confirmed by telecopy or electronic transmission) (i) in the case of a Eurodollar BorrowingBorrowing of LIBOTerm SOFR Rate Loans, not later than 11:00 a.m.1:00 p.m., New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowinga 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 for a Loan shall be irrevocable irrevocable, subject to Sections 2.09, 3.01 and 3.05, and shall be confirmed promptly by hand delivery or 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 shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) 2.02: the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); (ii) Borrowing; the date of such Borrowing, which shall be a Business Day; (iii) ; whether such Borrowing is to be an ABR a Borrowing of Base Rate Loans or a Eurodollar Borrowing; (iv) Borrowing of LIBOTerm SOFR Rate Loans; in the case of a Eurodollar BorrowingBorrowing of LIBOTerm SOFR Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (v) ; and the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed; and (vi) that , which shall comply with the conditions set forth in Sections 4.01(b)-(c) are satisfied as requirements of the date of the noticeSection 2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)Base Rate Loans. If no Interest Period is specified with respect to any requested Eurodollar BorrowingBorrowing of LIBOTerm SOFR Rate Loans, then the applicable Lead Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Notice of Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To In order to request a Borrowing, Administrative the applicable Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request give telephonic notice to the Administrative Agent (iconfirmed by hand delivery or telecopy of a duly completed Borrowing Request in the form of Exhibit A), (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 12:00 noon, London time, three Business Days before a proposed borrowing and (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, two on the Business Days before the date Day of the a proposed Borrowing or borrowing. Such notice shall be irrevocable and shall in each case specify (iii) in the case of a Borrowing on the Effective Date, whether the requested Borrowing is to be a Term Borrowing or a Revolving Borrowing, (ii) whether the Borrowing then being requested is to be a Eurocurrency Borrowing or an ABR Borrowing, not later than 1:00 p.m., New York City time, on (iii) the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the aggregate amount of such Borrowing (which shall be in an a Business Day), (iv) the aggregate minimum principal amount of $100,000); (ii) the date of such Borrowing, which (v) the currency of such Borrowing (which, in the case of an ABR Revolving Borrowing, shall be a Business Day; Dollars) and (iiivi) whether if such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (iv) in the case of a Eurodollar Eurocurrency Borrowing, the initial Interest Period with respect thereto. If no election as to be the currency of a Eurocurrency Revolving Borrowing is specified in any Borrowing Request, then the applicable thereto, which Revolving Borrower shall be deemed to have requested a period contemplated by the definition of “Interest Period”; (v) the wiring information of the account of the applicable Borrower to which funds are to be disbursed; and (vi) that the conditions set forth Revolving Borrowing in Sections 4.01(b)-(c) are satisfied as of the date of the noticeDollars. If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Revolving Borrowing if denominated in Dollars or a Eurodollar Eurocurrency Revolving Borrowing (or, if denominated in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)Alternative Currency. If no Interest Period is specified with respect to any requested Eurodollar BorrowingEurocurrency Revolving Borrowing is specified, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s 's duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To In order to request a Borrowing, Administrative the Lead Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone and (i) in the case of a Eurodollar Borrowing denominated in U.S. Dollars or Canadian Dollars (a) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., 12:00 (noon) New York City time, two three Business Days before the date of the a proposed Borrowing or Borrowing, and (iib) in the case of an ABR Borrowing, not later than 1:00 p.m., 12:00 noon New York City time, on one Business Day before a proposed Borrowing and (ii) in the date case of a Borrowing denominated in Euros or Sterling, in the case of a Eurocurrency Borrowing, not later than 11:00 a.m. London time, three Business Days before a proposed Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable irrevocable, and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: information: (i) whether such Borrowing is to be a Eurocurrency Borrowing or an ABR Borrowing; provided that, with respect to any Borrowing on the aggregate amount Closing Date or the First Restatement Effective Date, the Lead Borrower shall not be permitted to request a Eurocurrency Borrowing with an Interest Period in excess of one month (unless otherwise agreed to by the Administrative Agent in its sole discretion); (ii) the date of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); (ii) 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 “Interest Period”; (v) the wiring information number and location of the account of the applicable Borrower to which funds are to be disbursed; and (iv) the amount of such Borrowing; (v) the currency of such Borrowing and (vi) that if such Borrowing is to be a Eurocurrency Borrowing, the conditions 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 Sections 4.01(b)-(c) are satisfied as of the date of the noticeSection 2.02. If With respect to Term Loans denominated in Dollars, if no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar BorrowingEurocurrency Borrowing is specified in any such notice, then the applicable Lead Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the The Administrative Agent shall promptly advise each Lender the applicable Lenders of any notice given pursuant to this Section 2.03 (and the details thereof contents thereof), and of the amount of such ▇▇▇▇▇▇each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. (a) To request a BorrowingBorrowing to be made on the Restatement Date, Administrative the Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone or email of scanned electronic format of a Borrowing Request (ipromptly followed by telephonic confirmation of such request) (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.3:00 p.m., New York City time, two three Business Days before the date of the proposed Borrowing Restatement Date or (iib) in the case of an ABR Borrowing, not later than 1:00 p.m.10:30 a.m., New York City time, on the date of the proposed BorrowingRestatement Date. Each Such telephonic Borrowing Request for a Loan shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or email of scanned electronic format to the Administrative Agent of a written Borrowing Request signed by the Borrower. Such Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (i) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)the requested Borrowing; (ii) the date of such Borrowingproposed Restatement Date, 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 (v) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed; and (vi) that , which shall comply with the conditions set forth in Sections 4.01(b)-(c) are satisfied as requirements of the date of the noticeSection 2.04. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowingborrowing of Term Loans or Purchase Money Loans, Administrative as the case may be, on the date hereof, the Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent (i) in the case of a Eurodollar Borrowing, such request by telephone not later than 11:00 8:30 a.m., New York City time, two Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the proposed Borrowinghereof. Each Such telephonic Borrowing Request for a Loan shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request signed by the Borrower. Such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (i) the aggregate amount of such Borrowing the Term Loans and the Purchase Money Loans, as the case may be, requested; and (ii) the location and number of the Borrower’s account to which funds are to be disbursed, which shall be an account in an New York City. (b) To request a borrowing of Purchase Money Loans at any time on or after the Phase II Funding Date, the Borrower shall notify the Administrative Agent of such request by telephone prior to 10:30 a.m. (New York City Time) at least three Business Days prior to the proposed date of borrowing of such Purchase Money Loans. Such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request signed by the Borrower. Such telephonic and written Purchase Money Loan Borrowing Request shall specify the following information in compliance with Section 2.02: (i) the aggregate minimum principal amount of the Purchase Money Loans to be made (the aggregate amount of which shall not be less than $100,0001,000,000 and shall not, when added to the aggregate amount of Purchase Money Loans previously made, exceed the Purchase Money Loan Commitments); (ii) the date of on which such Borrowing, Purchase Money Loans are to be made available to the Borrower (which date shall be a Business Day;); and (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 “Interest Period”; (v) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed; and, which shall be an account in New York City. (vic) that the conditions set forth in Sections 4.01(b)-(c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Term Loan to be made or Purchase Money Loan, as part of the requested Borrowingcase may be.

Borrowing Procedure. (a) To In order to request a Borrowing, Administrative the Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent of such request (ia) in the case of a Eurodollar BorrowingLoans, not later than 11:00 a.m.12:00 noon, New York City timetime (x) with respect to a Tranche B Term Loan Borrowing, two on the Closing Date and (y) with respect to any Incremental Term Loan Borrowing, three Business Days before the date of the proposed Borrowing or Date and (iib) in the case of an ABR BorrowingBase Rate Loans, not later than 1:00 p.m.12:00 noon, New York City time, on the date of the proposed BorrowingBorrowing Date. Each such Borrowing Request for a Loan shall be irrevocable and shall be confirmed promptly by hand delivery or fax (or, if agreed by the Administrative Agent, by other electronic transmission) to the Administrative Agent of a written Borrowing Request and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: information: (i) whether the aggregate amount Borrowing then being requested is to be a Tranche B Term Loan Borrowing or an Incremental Term Loan Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or a Base Rate Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); (ii) 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 “Interest Period”; (v) the wiring information number and location of the account of the applicable Borrower to which funds are to be disbursed; and (viiv) that the conditions set forth in Sections 4.01(b)-(camount of such Borrowing; and (v) are satisfied as of if such Borrowing is to be a Eurodollar Borrowing, the date of the noticeInterest Period with respect thereto. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing.Base Rate

Borrowing Procedure. (a) To request a Revolving Borrowing, Administrative Borrower shall deliver the Lead Borrower, on behalf of the applicable BorrowerBorrowers, shall notify the Administrative Agent of such request by facsimile telecopy or electronic 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 which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (promptly confirmed by telecopy) (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR BorrowingRevolving Borrowing (other than Swingline Loans), not later than 1:00 p.m., New York City time, on the date Business Day of the proposed Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable irrevocable, subject to Section 2.10 and 2.11, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Lead Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Revolving Borrowing or a Eurodollar Revolving Borrowing; (ivd) in the case of a Eurodollar Revolving Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (ve) the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (vif) that the conditions set forth in Sections 4.01(b)-(cSection 4.02(b) and (c) are satisfied or waived as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Revolving Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Lead Borrower shall be deemed to have selected an Interest Period of three one month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing. No Lender shall be required to make any Loan unless it has received the foregoing instructions from the Administrative Agent.

Borrowing Procedure. (a) To request a Term Borrowing, Administrative Borrower Borrowers shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy or digitally signed e-mail) (i) in the case of a Eurodollar Term Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, two three Business Days before the date of the proposed Term Borrowing or and (ii) in the case of an ABR Term Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, on the date Business Day of the proposed Term Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy or digitally signed e-mail to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrowers. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Term Borrowing; (iib) the date of such Term Borrowing, which shall be a Business Day; (iiic) whether such Term Borrowing is to be an ABR Term Borrowing or a Eurodollar Term Borrowing; (ivd) in the case of a Eurodollar Term Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (i) the date on which the Administrative Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 30 days after the Closing Date, the Interest Period shall be seven days; (ve) the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (vif) that the conditions set forth in Sections 4.01(b)-(cSection 4.02(b)-(e) are satisfied as of the date of the notice. If no election as to the Type of Term Borrowing is specified, then the requested Term Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Term Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Term Borrowing, then the applicable Borrower Borrowers shall be deemed to have selected an Interest Period of three one month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Term Loan to be made as part of the requested Term Borrowing.

Borrowing Procedure. (a) To request a Term Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission, 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 11:00 a.m.12:30 p.m., New York City time, two on the third Business Days Day before the date of the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent) or (ii) in the case of an ABR Borrowing, not later than 1:00 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 the Credit Extensions on the Closing Date). Each Borrowing Request shall be irrevocable (provided that a Borrowing Request in respect of the Credit Extensions on the Closing Date, or in connection with any Permitted Acquisition or other transaction permitted under this Agreement, may, subject to Section 2.13, be 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 written notice to the Administrative Agent no later than 12:30 p.m., New York City time on the date of the such proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable ) and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) the applicable Class thereof; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) [reserved]; (d) the date of such Borrowing, which shall be a Business Day; (iiie) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ivf) 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 (vg) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed; and (vi) that the conditions set forth in Sections 4.01(b)-(c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the pro rata amount and currency of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. Each Borrowing shall be made upon prior written notice from the Applicable Borrower to the Applicable Agent in the form of Exhibit E (a “Notice of Borrowing”). Such Notice of Borrowing shall be delivered to the Applicable Agent, (a) To request a Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar BorrowingRevolving Borrowings that are CB Floating Rate Loans, not later than 11:00 10:00 a.m., New York City timeHouston Time, two Business Days before on the date of the proposed requested Borrowing or Date; (iib) in the case of an ABR BorrowingEurocurrency Borrowings that are denominated in US Dollars, not later than 1:00 p.m.10:00 a.m., New York City timeLocal 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 an 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 Notice of Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the identity of the Applicable Borrower; (ii) the aggregate principal amount of the requested Borrowing; (iii) the currency in which such Borrowing shall be denominated (which shall be in an aggregate minimum principal amount of $100,000a currency permitted by Section 2.2(b); ); (iiiv) the date of such Borrowing, requested Borrowing Date (which shall be a Business Day; Day with respect to such Borrowing); (iiiv) whether such the Class and Type of Borrowing is requested; (vi) with respect to be an ABR any Eurocurrency Borrowing or a Eurodollar Borrowing; (iv) in the case of a Eurodollar CDOR Borrowing, the initial Interest Period to be applicable thereto, to such Borrowing (which shall be a period contemplated by the definition of the term “Interest Period”; ); and (vvii) the wiring information location and number of the Applicable Borrower’s account in which the proceeds of the requested Borrowing are to be deposited or, in the case of a CB Floating Rate Borrowing requested to finance the reimbursement of an LC Disbursement as contemplated by Section 2.7(d), the identity and the account of the applicable Borrower to which funds are Issuing Bank to be disbursedreimbursed. If no currency is specified in a Notice of Borrowing, the requested Borrowing (x) if to the Borrower, shall be denominated in US Dollars; and (viy) that if to the conditions set forth Canadian Borrower, shall be denominated in Sections 4.01(b)-(cCanadian Dollars; and (z) are satisfied as of if to the date of the noticeUK Borrower, shall be denominated in Sterling. If no election as to the Type of Borrowing is specifiedspecified in a Notice of Borrowing, then the requested Borrowing shall be (A) if denominated in US Dollars, a Eurodollar Borrowing CB Floating Rate Borrowing; (orB) if denominated in Canadian Dollars, a Canadian Prime Borrowing; and (C) if denominated in the case of Borrowings occurring less than one month prior to the Maturity DateSterling or Euro, an ABR a Eurocurrency Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Eurocurrency Borrowing or CDOR Borrowing, then the applicable Applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following upon its receipt of a Borrowing Request in accordance with this Section 2.05Notice of Borrowing, the Administrative Applicable Agent shall advise each Lender that will make a Loan as part of the requested Borrowing of the details thereof and thereof, the identity of the Applicable Borrower, the currency in which such Revolving Borrowing is to be denominated, the amount of such ▇▇▇▇▇▇Lender’s 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. (a) To request a Revolving Borrowing (other than a Swingline Loan) or Term Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by irrevocably notify the Administrative Agent), Agent by means of telephonic or electronic communication (and then promptly confirm by hand delivery or telecopy of a duly completed and executed Borrowing Request to the Administrative Agent Request) (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, on the date of the proposed Borrowing. Each such notice and each such Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicableSECTION 2.02: (ia) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Tranche B Loans; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ive) 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 with respect to any Borrowings requested within the first 30 days after the Closing Date, the Interest Period shall be of one month's duration or shorter (if the Administrative Agent agrees), and PROVIDED FURTHER that Borrower shall be required to pay any amounts required under SECTION 2.13 incurred as a result of syndication of the Loans; (vf) the wiring information location and number of the Borrower's account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of SECTION 2.02(c); and (vig) that the conditions set forth in Sections 4.01(b)-(cSECTIONS 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 a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar -38- Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three one month’s 's duration (or, in the case of Borrowings occurring less than three months but more than one month prior subject to the Maturity Date, one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender by telecopier or other similar written means of the details thereof and of the amount of such ▇▇▇▇▇▇’s Lender's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative the Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile (or transmit by other electronic transmissionhand delivery, if arrangements for doing so have been approved in writing telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Rate Borrowing, not later than 11:00 a.m., New York City time, two three (3) Business Days before the date of the proposed Borrowing Borrowing, or (ii) in the case of an ABR a Base Rate Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (i) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) [Reserved]; (iv) whether such Borrowing is to be an ABR a Base Rate Borrowing or a Eurodollar Rate Borrowing; (ivv) in the case of a Eurodollar Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (vvi) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vivii) in the case of the initial Credit Extension hereunder or under any Incremental Term Loan Commitments, that the conditions set forth in Sections 4.01(b)-(cSection 4.02(b) are - (d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Base Rate Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Rate Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing, the Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by hand delivery, email through a “pdf” copy or telecopier, or facsimile transmission (or transmit by other electronic transmission, 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 11:00 a.m.prior to 1:00 p.m., New York City time, two on the third Business Days Day before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than prior to 1:00 p.m., New York City time, on the date of one Business Day prior to the proposed Borrowing. Each Borrowing Request for a Revolving Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (i) the aggregate principal amount of such Borrowing (Borrowing, which shall be in an aggregate minimum principal amount comply with the requirements of $100,000Section 2.02(a); (ii) 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”; (v) the wiring information location and number of the respective Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vi) that the conditions set forth in Sections 4.01(b)-(c4.02(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 a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Revolving Loan to be made as part of the requested Borrowing. Additionally, any amount required to be paid as interest, fees, charges, costs and expenses payable or reimbursable by any Borrower hereunder, or other Obligations under this Agreement or any other Loan Document, at the election of the Agent and upon notice to the Administrative Borrower, shall be deemed a request by the Borrowers for an ABR Borrowing as of the date such payment is due, in the amount required to pay in full or in part such interest, fee, charge or other Obligation under this Agreement or any other Loan Document (notwithstanding such amount may not comply with the minimum borrowing amount required under Section 2.02) and such deemed request shall be irrevocable. (b) Each Co-Borrower hereby irrevocably appoints and constitutes the Administrative Borrower as its agent to request and receive Loans and Letters of Credit pursuant to this Agreement in the name or on behalf of such Co-Borrower. The Agent and the Lenders may disburse the Loans to such bank account of the Administrative Borrower or a Co-Borrower or otherwise make such Loans to a Borrower and provide such Letters of Credit to a Borrower as the Administrative Borrower may designate or direct, without notice to any other Borrower or Guarantor. The Administrative Borrower hereby accepts the appointment by the Co-Borrowers to act as the agent of the Co-Borrowers and agrees to ensure that the disbursement of any Loans to a Borrower requested by or paid to or for the account of such Borrower, or the issuance of any Letter of Credit for a Borrower hereunder, shall be paid to or for the account of such Borrower. Each Co-Borrower hereby irrevocably appoints and constitutes the Administrative Borrower as its agent to receive statements on account and all other notices from the Agent and the Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents. Any notice, election, representation, warranty, agreement or undertaking made on behalf of any other Borrower by the Administrative Borrower shall be deemed for all purposes to have been made by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made directly by such Borrower. (c) The Administrative Borrower operates a centralized cash management system for the Borrowers and their Subsidiaries, including the maintenance of appropriate records to determine the amount of intercompany accounts owing among the Loan Parties and their Subsidiaries. All Loans or Letters of Credit requested by the Administrative Borrower for ultimate use by the Loan Parties (or for the benefit of their Subsidiaries) may be drawn or obtained in the name of the Administrative Borrower or the name of a Co-Borrower designated by the Administrative Borrower. Upon request, the Administrative Borrower shall promptly confirm for the Agent that each Loan or Letter of Credit has been issued in the name of the appropriate Borrower (and, if applicable, for the benefit of any of their Subsidiaries) and, in the event of any error, the respective records shall be adjusted without prejudice to the rights of the Agent or the Lenders.

Borrowing Procedure. (a) To request a Revolving Borrowing or Term Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by notify the Administrative Agent), Agent of such request by telephone (promptly confirmed by telecopy) or by delivering a duly completed and executed Borrowing Request to the Administrative Agent (ia) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, two three Business Days before the date of the proposed Borrowing or (iib) in the case of an ABR Borrowing, not later than 1:00 2:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that, any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.17(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request for a Loan shall be irrevocable and shall be confirmed not later than 3:00 p.m., New York City time, on such Business Day by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request substantially in the form of Exhibit C and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) whether the requested Borrowing is to be a Revolving Borrowing or a Term Borrowing; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ive) 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 Syndication Agent shall have notified Borrower that the primary syndication of the Commitments has been completed (which notice shall be given by the Syndication Agent as promptly as practicable and, in any event, within 60 days after the Closing Date) Borrower shall only be permitted to request an Interest Period of seven days); and (vf) the wiring information location and number of the Borrower's account of the applicable Borrower to which funds are to be disbursed; and (vi) that , which shall comply with the conditions set forth in Sections 4.01(b)-(c) are satisfied as requirements of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing2.

Borrowing Procedure. (a) To request a Revolving Borrowing or Term Borrowing, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile (hand delivery, telecopier or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent)mail, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.noon, New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, on one Business Day before the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Tranche B Loans; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iic) the date of such Borrowing, which shall be a Business Day; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ive) 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”; (vf) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vig) that the conditions set forth in Sections 4.01(b)-(c4.02(b)-(d) are have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a BorrowingLoans, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile (hand delivery or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent)telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar BorrowingEurocurrency Loans in dollars, not later than 11:00 a.m., New York City time, two three Business Days before the date of the proposed Borrowing or Borrowing, (ii) in the case of Eurocurrency Loans in an ABR BorrowingAlternate Currency, not later than 1:00 p.m.11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing or (iii) in the case of ABR Loans, not later than 10:00 a.m., New York City time, (A) on the date of the proposed Borrowingborrowing if the proposed borrowing is in an aggregate amount equal to or less than $20.0 million and (B) one Business Day before the date of the proposed borrowing if the proposed borrowing is in an aggregate amount in excess of $20.0 million. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) whether the requested borrowing is to be a borrowing of Revolving Loans, or Term Loans; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)borrowing; (iic) the date of such Borrowingborrowing, which shall be a Business Day; (iiid) whether such Borrowing borrowing is to be an for ABR Borrowing Loans or a Eurodollar BorrowingEurocurrency Loans; (ive) in the case of a Eurodollar BorrowingEurocurrency Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (vf) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed; and, which shall comply with the requirements of Section 2.02(c); (vig) that the conditions set forth in Sections 4.01(b)-(c4.02(b)-(d) are have been satisfied as of the date of the notice; and (h) in the case of Eurocurrency Loans in an Alternate Currency, the Alternate Currency for such Loans. If no election as to the Type of Borrowing Loans is specifiedspecified for Loans in dollars, then the requested Borrowing borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an for ABR Borrowing)Loans. If no Interest Period is specified with respect to any requested Eurodollar BorrowingEurocurrency Loan, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative The Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request give to the Administrative Agent written notice (ior telephonic notice promptly confirmed in writing) prior to (a) in the case of a Eurodollar BorrowingLoan, not later than 11:00 a.m., a.m. (New York City time, two ) at least three Business Days before prior to the date of the proposed Borrowing or Funding Date, and (iib) in the case of an ABR BorrowingLoan, not later than 1:00 p.m., 12:00 Noon (New York City time), on at least one Business Day prior to the date Funding Date. Such notice shall be in the form of the proposed Borrowinga Borrowing Request, and shall be irrevocable. Each Such Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); the Loans to be made, (ii) the proposed date of such Borrowing, the Loans (which shall be a Business Day; ), (iii) whether such Borrowing is Loans are to be an ABR Borrowing Loans or a Eurodollar Borrowing; (iv) in the case of a Loans and, if Eurodollar BorrowingLoans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by (iv) remittance instructions for disbursement of the definition proceeds of “Interest Period”; the Loans and (v) the wiring information of the account of the applicable Borrower to which funds are to be disbursed; and (vi) that the conditions set forth in Sections 4.01(b)-(c) are Article V have been satisfied as of the date of the noticeBorrowing Request. The Borrowing Request shall be in substantially the form of Exhibit C. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Loans, of such Lender’s proportionate share thereof and the other matters covered by the related Borrowing Request. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an authorized officer of the Borrower. (c) If no election as to the denomination or Type of Borrowing Loans is specified, then the requested Borrowing shall be a deemed to be for Eurodollar Borrowing (or, in the case Loans with an Interest Period of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)month’s duration. If no Interest Period is specified with respect to any requested Eurodollar BorrowingLoan, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request Request, in accordance with this Section 2.052.03, the Administrative Agent shall advise each Lender the Lenders of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan proportionate share of the Loans to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, Administrative the Borrower shall deliver on behalf notify the Administrative Agent of the applicable Borrowersuch request by telephone not later than 12:00 p.m., by facsimile New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing such shorter period as may be agreed by the Administrative Agent)) and no later than 12:00 a.m., New York time, on the Business Day before the date of a duly completed and executed proposed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two Business Days before the date Borrowing of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the proposed BorrowingLoans. Each such telephonic Borrowing Request for a Loan shall be irrevocable 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 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 compliance with Section 2.02 or 2.03, as applicable: excess of one month until the earlier of (ix) the aggregate amount 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 Closing Date shall commence on the Closing 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 in an aggregate minimum principal amount of $100,000); (ii) 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 “Interest Period”; (vc) the wiring information number and location of the account of the applicable Borrower to which funds are to be disbursed; and (vid) that the conditions set forth in Sections 4.01(b)-(c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇’s Loan Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be made initially maintained as part of 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.Borrowing shall comply with the requirements set forth in Section

Borrowing Procedure. (a) To request Each Borrowing shall be made upon the Borrower’s irrevocable delivery of a BorrowingBorrowing Request, Administrative Borrower shall deliver appropriately completed and signed by a Responsible Officer of the Borrower, on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (iI) in the case of any Borrowing of Revolving Credit Loans, Revolving Administrative Agent and (II) in the case of any Borrowing of Term Loans, Administrative Agent (provided that the notices in respect of (x) the Borrowing of the Initial Term Loans on the Closing Date may be conditioned on the closing of the ▇▇▇▇ Acquisition, (y) any Borrowing of Revolving Credit Loans and/or Delayed Draw Term Loans may be conditioned on the closing of a Eurodollar Borrowing, related Permitted Acquisition and (z) the Borrowing of the Eleventh Amendment Incremental Term Loans may be conditioned on the closing of the ▇▇▇▇▇▇▇ Acquisition). Each such notice must be received by the Administrativeapplicable Agent not later than (i) 1:00 p.m. (New York, New York time) five, three (53) Business Days prior to the requested date of any Borrowing or continuation of Term SOFR Loans or any conversion of Base Rate Loans to SOFR Loans and (ii) 11:00 a.m., New York City time, two Business Days before on the requested date of any Borrowing of Base Rate Loans or any conversion of SOFR Loans to Base Rate Loans; provided that the proposed notices in respect of the Borrowing or of the Initial Term Loans on the Closing Datenotice referred to in subclause (iii) in the case of an ABR Borrowing, not above may be delivered nonot later than 1:00 p.m., New York City time, on one (1) Business Day prior to the date Closing Date or any Incremental Facility Closing Date, as applicable, in the case of the proposed BorrowingInitial Term Loans or Incremental Term Loans. Except as provided in Section 2.02 and Section 2.17, each Borrowing of Term SOFR Loans shall be in a minimum amount of $1,000,000 (or, with respect to Delayed Draw Term Loans, $2,000,000), or a whole multiple of $100,000 in excess thereof. Each Borrowing Request for a Loan of(x) ABR Loans shall be irrevocable and shall specify the following information in compliance a minimum amount of $100,000 (or, with Section 2.02 respect to Delayed Draw Term Loans, $2,000,000) or 2.03, as applicable: a wholean aggregate principal amount that is (i) an integral multiple of $100,000 in excess thereofand not less than the aggregate amount Minimum Borrowing Amount or (ii) equal to the remaining available balance of such Borrowing the applicable Commitments and (which y) SOFR Loans shall be in an aggregate minimum principal amount that is (i) an integral multiple of $100,000); 100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. Each Borrowing Request shall specify (i) the Class of Commitment that are requested to be funded, (ii) the requested date of such Borrowing, the Borrowing (which shall be a Business Day; ), (iii) whether such Borrowing is the amount of Loans to be an ABR Borrowing or a Eurodollar Borrowing; borrowed, (iv) in the case Type of a Eurodollar Borrowing, the initial Interest Period Loans to be applicable theretoborrowed, which shall be a period contemplated by the definition of “Interest Period”; (v) if applicable, the wiring information duration of the account Interest Period with respect thereto, and (vi) wire instructions of the applicable Borrower account(s) to which funds are to be disbursed; and (vi) that the conditions set forth in Sections 4.01(b)-(c) are satisfied as of the date of the notice. If no election as the Borrower fails to the specify a Type of Loan in a Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar BorrowingRequest, then the applicable Loans shall be made as a ABRSOFR Loan with a one-month Interest Period. If the Borrower fails to specify an Interest Period with respect to a Term SOFR Loan, then the Borrower shall be deemed to have selected an Interest Period of three one month’s duration duration. (orb) Following receipt of a Borrowing Request, the Administrativeapplicable Agent shall promptly notify each applicable Lender of the amount of its pro rata share of the applicable Class of Loans being requested. Subject to the last sentence of this Section 2.03(b), eachEach Lender shall make the amount of its Loan available to the Administrativeapplicable Agent by wire transfer of immediately available funds at the Administrative Agent’s payment office specified by the Administrativeapplicable Agent not later than 12:00 noon (New York, New York) on the Business Day specified as the applicable requested date of Borrowing in the applicable Borrowing Request. Subject to the last sentence of this Section 2.03(b), the AdministrativeThe applicable Agent shall make all funds so received available to the Borrower in like funds as received by the Administrativeapplicable Agent by causing the wire transfer of such funds, in each case, in accordance with instructions provided by the Borrower to the Administrativeapplicable Agent in the Borrowing Request. Notwithstanding the foregoing provisions of this Section 2.03(b), in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05for the Eleventh Amendment Incremental Term Loans, the Borrower, the Administrative Agent shall advise each Lender and Blackstone may mutually agree to alternative arrangements for the funding of the details thereof and Eleventh Amendment Incremental Term Loans. (c) The failure of any Lender to make the amount of such ▇▇▇▇▇▇’s Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the requested date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative Borrower The Company shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request give to the Administrative Agent prior notice (by telex or telecopier, or by telephone (confirmed in writing promptly thereafter)) of its intention to borrow under this Section 2, by delivery to the Administrative Agent of a borrowing request substantially in the form of Exhibit K hereto (each, a "Borrowing Request") specifying: (i) the proposed date of such borrowing (each, a "Borrowing Date"), which date shall be a Business Day in the case of Reference Loans or a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, two Business Days before the date of the proposed Borrowing or (ii) Day in the case of an ABR BorrowingLIBOR Loans, not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: (i) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); (ii) the date aggregate principal amount of the Committed Loans to be made on such Borrowingdate, which shall shall, in the case of LIBOR Loans, be a Business Day; in the minimum aggregate amount of $5,000,000 and multiples of $1,000,000 in excess thereof and, in the case of Reference Loans, be in the minimum aggregate amount of $1,000,000 and multiples thereof, (iii) whether such Borrowing is Committed Loans are to be an ABR Borrowing funded as LIBOR Loans or a Eurodollar Borrowing; Reference Loans, and (iv) in the case of a Eurodollar BorrowingLIBOR Loans, the initial Interest Period therefor. (b) A Borrowing Request shall be given by (i) 12:00 noon (Minneapolis time) not less than three Eurodollar Business Days prior to the proposed Borrowing Date if such Loan is to be applicable theretoa LIBOR Loan and (ii) 10:30 a.m. (Minneapolis time) on the proposed Borrowing Date if such Loan is to be a Reference Loan; provided, which however, that with respect to a LIBOR Loan borrowing on the Effective Date, the Borrowing Request shall be a period contemplated given by 12:00 noon (Minneapolis time) not less than two Eurodollar Business Days prior to the Effective Date. Subject to Sections 2.9 and 2.10, upon receipt by the definition of “Interest Period”;Administrative Agent, a Borrowing Request shall be irrevocable. (vc) the wiring information of the account of the applicable Borrower to which funds are to be disbursed; and (vi) that the conditions set forth in Sections 4.01(b)-(c) are satisfied as of On the date of the notice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a such Borrowing Request in accordance with this Section 2.05by the Administrative Agent, the Administrative Agent shall advise give prompt notice by telephone or telecopy to each Lender Bank of the details thereof and of contents thereof. Each Bank shall make immediately available funds equal to the amount of such ▇▇▇▇▇▇’s its Committed Loan available to be made as part the Administrative Agent for the account of the requested BorrowingCompany at First Bank National Association, Minneapolis, Minnesota, or at such other office designated by the Administrative Agent from time to time, not later than 12:00 noon (Minneapolis time), on each Borrowing Date. Unless the Administrative Agent is aware that the conditions precedent to the making of such Committed Loans set forth in Sections 9 and 10 have not been satisfied (in which event the Administrative Agent shall promptly notify the Company and all the Banks), the Administrative Agent shall make available to the Company not later than 12:30 p.m. (Minneapolis time) on such Borrowing Date, the amount of funds so received in the type of funds received by it (or, at the option of the Administrative Agent, in immediately available funds). On or before the close of business (Minneapolis time) on the Business Day that the Administrative Agent determines the LIBO Rate for any Committed Loans in accordance with the respective definitions thereof, the Administrative Agent shall use best efforts to notify each Bank of such LIBO Rate.

Borrowing Procedure. (a) To request a BorrowingLoans, Administrative Borrower shall deliver on behalf of the applicable Borrowerdeliver, by facsimile hand delivery, e-mail through a “pdf” copy (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent)) or telecopier, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar BorrowingLoans, not later than 11:00 a.m.2:00 p.m., New York City time, two three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR BorrowingLoans, not later than 1:00 2:00 p.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable2.02: (ia) whether the requested borrowing is to be a borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)borrowing; (iic) the date of such Borrowingborrowing, which shall be a Business Day; (iiid) whether such Borrowing borrowing is to be an for ABR Borrowing Loans or a Eurodollar BorrowingLoans; provided that all borrowings on the Closing Date shall be for ABR Loans (unless the Arrangers otherwise agree that any borrowings on the Closing Date may be for Eurodollar Loans); (ive) in the case of a Eurodollar BorrowingLoans, 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 Administrative Agent shall have notified Borrower that a Successful Syndication has been achieved, the Interest Period shall be one month; (vf) the wiring information location and number of the Borrower’s account of the applicable Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (vig) that the conditions set forth in Sections 4.01(b)-(c4.02(b)-(e) are have been satisfied as of the date of the notice. If no election as to the Type of Borrowing Loans is specified, then the requested Borrowing borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an for ABR Borrowing)Loans. If no Interest Period is specified with respect to any requested Eurodollar BorrowingLoan, then the applicable Borrower shall be deemed to have selected an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To In order to request a BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.01(a) or Section 2.02(f), Administrative as to which this Section 2.03 shall not apply), the Borrower shall deliver on behalf of the applicable Borrower, by facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by notify the Administrative Agent), a duly completed and executed Borrowing Request Agent 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 (ia) in the case of a Eurodollar Term SOFR Borrowing or a Term C▇▇▇▇ Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, two three Business Days (or such later time as the Administrative Agent may reasonably agree), before a proposed Borrowing (or, in the date case of 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 later time as the Administrative Agent may reasonably agree)), (iib) in the case of an ABR Borrowing or a Daily Simple SOFR Borrowing, not later than 1:00 p.m., New York City time, on 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 1:00 p.m., New York City time, one Business Day before a proposed BorrowingBorrowing (or such later time as the Administrative Agent may reasonably agree). Each Subject to the second proviso below, each Borrowing Request for a Loan shall be irrevocable irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable: information: (i) whether the aggregate amount Borrowing then being requested is to be a Term Borrowing or a Revolving Borrowing, and whether such Borrowing is to be a Term SOFR Borrowing, Daily Simple SOFR Borrowing, an ABR Borrowing, a Canadian Base Rate Borrowing or a Term C▇▇▇▇ Borrowing; provided, however, 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 Revolving Loans other than Tranche A Revolving Loans; (ii) the date of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000); (ii) 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 “Interest Period”; (v) the wiring information number and location of the account of the applicable Borrower to which funds are to be disbursed; and (iv) the amount of such Borrowing; (v) for Revolving Loans, the currency of such Borrowing (provided that, each ABR Borrowing shall be denominated in dollars), and (vi) if such Borrowing is to be a Term SOFR Borrowing or a Term C▇▇▇▇ Borrowing, the initial Interest Period with respect thereto 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 conditions consummation of any transaction or other event so specified, in which case such Borrowing Request may be revoked (or the borrowing date extended) by the 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 Sections 4.01(b)-(c) are satisfied as of the date of the noticeSection 2.02. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing). If no currency is specified with respect to the requested Borrowing, then the Borrower shall be deemed to have selected dollars. If no Interest Period is specified with respect to any requested Eurodollar BorrowingTerm 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 three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt The Administrative Agent shall promptly advise the applicable Lenders of a Borrowing Request any notice given in accordance with this Section 2.052.03 (and the contents thereof), the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. (a) To request a Borrowing, Administrative the Borrower shall deliver on behalf of the applicable Borrowerdeliver, by hand delivery, facsimile or email (or transmit by telephone confirmed promptly in writing by facsimile or other electronic transmission, 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 11:00 a.m.2:00 p.m., New York City timetime (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), two three Business Days before the date of the proposed Borrowing (or, in the case of Eurodollar Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, one (1) Business Day before the date of the proposed Borrowing) or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m.12:00 noon, New York City timetime (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), on the date of Business Day prior to the proposed Borrowing. Each Borrowing Request for a Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02 or 2.03, as applicable0: (ia) the aggregate amount of such Borrowing (which shall be in an aggregate minimum principal amount of $100,000)Borrowing; (iib) the date of such Borrowing, which shall be a Business Day; (iiic) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ivd) 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”; (ve) the wiring information location and number of the account of the applicable Borrower to which funds are to be disbursed; and (vif) with respect to each Credit Extension, that the conditions set forth in Sections 4.01(b)-(cSection 4.02(b) are and Section 4.02(c) will be satisfied or waived as of the date of the noticerequested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing (or, in the case with an Interest Period of Borrowings occurring less than one month prior to the Maturity Date, an ABR Borrowing)month’s duration. If no the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period is specified with respect to any requested Eurodollar BorrowingPeriod, then the applicable Borrower shall will be deemed to have selected specified an Interest Period of three month’s duration (or, in the case of Borrowings occurring less than three months but more than one month prior to the Maturity Date, one month’s duration). Promptly following receipt of a Borrowing Request in accordance with this Section 2.05Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such ▇▇▇▇▇▇Lender’s Term Loan to be made as part of the requested Borrowing. The Borrowing Request in respect of any Term 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 Term 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).