Common use of Procedure for Borrowing Clause in Contracts

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M., New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 A.M., New York City time, three two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.53.5 and (ii) any Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the applicable Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon a Borrower's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Commitments during Agent in the Commitment Period on any Business Day, provided that form of a loan request ("Loan Request") substantially in the Borrower shall give the Administrative Agent irrevocable notice, form of Exhibit 2.3 hereto (which notice must be executed by received on a Responsible Officer of the Borrower and received Business Day by the Administrative Agent prior to 9:00 a.m. (aSan Francisco time)) 12:30 P.M., New York City time, (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or and (bii) 12:00 Noon, New York City time, on the requested Borrowing DateDate for which a Loan is requested, in the case of ABR Federal Funds Rate Loans. Each such notice shall specify , specifying: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; provided and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In the event that a borrowing under more than one Loan Request is delivered on any Business Day, the Commitments Agent shall, for purposes of ensuring that is an ABR the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan may be Requests will not exceed the Commitment Amount, process the Loan Requests in any aggregate amount that is required to finance the reimbursement order of all or a part receipt. (b) The Agent will promptly notify each Bank of an LC Disbursement as contemplated by Section 3.5. Upon its receipt of any Loan Request and of the amount of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City Agent's Payment Office by 11:00 a.m. (San Francisco time, ) on the Borrowing Date requested by the a Borrower in funds immediately available to the Administrative AgentAgent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. Such borrowing The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders promptly upon receipt thereof and Borrower in like funds as received by the Administrative Agent; provided that Loans made . No Bank's obligation to finance the reimbursement of an LC Disbursement as provided in Section 3.5 make any Loan shall be remitted affected by the Administrative Agent any other Bank's failure to the applicable Issuing Lendermake any Loan. (d) After giving effect to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect to each Borrower.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that (i) Each Borrowing by the Borrower shall give be made upon the Administrative Borrower’s written notice delivered to the Agent irrevocable noticein the form of a notice of borrowing substantially in the form of Exhibit B (“Notice of Borrowing”), which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (aw) 12:30 P.M., 1:00 p.m. (New York City time, ) three (3) Business Days prior to the requested Borrowing Funding Date, in the case of Eurodollar Term Benchmark Loans, or (bx) 12:00 Noon, 1:00 p.m. (New York City time, on ) one (1) Business Day prior to the requested Borrowing Funding Date, in the case of ABR Base Rate Loans. Each , (y) 1:00 p.m. (New York City time) on the Funding Date, in the case of Swingline Loans, and (z) 1:00 p.m. (New York City time) five (5) Business Days prior to the requested Funding Date, in the case of RFR Loans, in each case specifying: (A) whether such notice Borrowing is to be a Term Benchmark Borrowing, a Base Rate Borrowing or, to the extent then applicable, an RFR Borrowing (and if not specified, it shall specify be deemed a request for a Base Rate Borrowing); (iB) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to Borrowing, which (x) in the case of ABR Loansa Term Benchmark Loan (or to the extent the Adjusted Daily Simple SOFR is then the applicable Benchmark, an RFR Loan), must equal or exceed $5,000,000 or a whole multiple 1,000,000 (and increments of $1,000,000 in excess thereof of such amount) and (y) in the case of Eurodollar Loansa Base Rate Loan, must equal or exceed $10,000,000 or a whole multiple 1,000,000 (and increments of $1,000,000 in excess thereofof such amount); (C) the requested Funding Date, which must be a Business Day; provided that and (D) in the case of a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrowerrequest for Term Benchmark Loans, the Administrative duration of the initial Interest Period to be applicable thereto (and if not specified, it shall be deemed a request for an Interest Period of one month). (ii) At the election of the Agent or the Required Lenders, the Borrower shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available have no right to request a Term Benchmark Loan (or to the Administrative Agent for extent the account Adjusted Daily Simple SOFR is then the applicable Benchmark, an RFR Loan) while an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary in this Agreement (including any references to RFR Loans), as of the Borrower at Closing Date, the office only Type of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made Loans that are available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof are Base Rate Loans and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing LenderTerm Benchmark Loans.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon a Borrower's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Commitments during Agent in the Commitment Period on any Business Day, provided that form of a loan request ("Loan Request") substantially in the Borrower shall give the Administrative Agent irrevocable notice, form of Exhibit 2.3 hereto (which notice must be executed by received on a Responsible Officer of the Borrower and received Business Day by the Administrative Agent prior to 12:00 noon. (aEastern time)) (i) 12:30 P.M., New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or and (bii) 12:00 Noon, New York City time, on the requested Borrowing DateDate for which a Loan is requested, in the case of ABR Federal Funds Rate Loans. Each such notice shall specify , specifying: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; provided and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In the event that a borrowing under more than one Loan Request is delivered on any Business Day, the Commitments Agent shall, for purposes of ensuring that is an ABR the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan may be Requests will not exceed the Commitment Amount, process the Loan Requests in any aggregate amount that is required to finance the reimbursement order of all or a part receipt. (b) The Agent will promptly notify each Bank of an LC Disbursement as contemplated by Section 3.5. Upon its receipt of any Loan Request and of the amount of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City Agent's Payment Office by 2:00 p.m. (Eastern time, ) on the Borrowing Date requested by the a Borrower in funds immediately available to the Administrative AgentAgent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. Such borrowing The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders promptly upon receipt thereof and Borrower in like funds as received by the Administrative Agent; provided that Loans made . No Bank's obligation to finance the reimbursement of an LC Disbursement as provided in Section 3.5 make any Loan shall be remitted affected by the Administrative Agent any other Bank's failure to the applicable Issuing Lendermake any Loan. (d) After giving effect to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect to each Borrower.

Procedure for Borrowing. The Borrower may borrow under (i) Each Borrowing shall be made upon any Borrower’s irrevocable written notice delivered to the Commitments during Agent in the Commitment Period form of a notice of borrowing in substantially the form of Exhibit D (“Notice of Borrowing”) and signed by Westlake, on any Business Day, provided that its behalf and as agent for the Borrower shall give the Administrative Agent irrevocable noticeother Borrowers, which notice must Notice of Borrowing shall be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (ai) 12:30 P.M.12:00 noon (Houston, New York City Texas time, ) three (3) Business Days prior to the requested Borrowing Funding Date, in the case of Eurodollar LoansLIBOR Rate Loans and (ii) 12:30 p.m. (Houston, or (bTexas time) 12:00 Noon, New York City time, on the requested Borrowing Funding Date, in the case of ABR Base Rate Loans. Each such notice shall specify , specifying: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) Borrowing, which in the case of ABR Loans, a LIBOR Rate Loan must equal or exceed $5,000,000 or a whole multiple (and integral increments of $1,000,000 in excess thereof of such amount); (B) the requested Funding Date, which must be a Business Day; (C) whether the Revolving Loans requested are to be Base Rate Loans or LIBOR Rate Loans (and if not specified, it shall be deemed a request for a Base Rate Loan); (yD) in the case duration of Eurodollar Loansthe Interest Period for LIBOR Rate Loans (and if not specified, $10,000,000 it shall be deemed a request for an Interest Period of one month); and (E) the Borrower or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required Borrowers which are to finance the reimbursement of receive all or a part any portion of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make Borrowing and the amount of its pro rata share such Borrowing to be advanced to such Borrower or Borrowers. (ii) In lieu of each borrowing available delivering a Notice of Borrowing, the Borrowers may give the Agent telephonic notice of such request for advances to the Administrative Designated Account on or before the deadline set forth above. The Agent for at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received. (iii) In lieu of delivering a Notice of Borrowing, the account of the Borrower at the office of the Administrative Agent specified Borrowers may also request Borrowings in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested accordance with any ancillary agreements entered into by the Borrower in funds immediately available Agent and the Borrowers from time to the Administrative Agent. Such time relating to borrowing will then be made available procedures. (iv) The Borrowers shall have no right to the Borrower by the Administrative Agent crediting the account request a LIBOR Rate Loan while a Default or Event of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof Default has occurred and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lenderis continuing.

Procedure for Borrowing. The Borrower Borrowers may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower Borrower’s Representative shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.12:00 noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans initially are to be Eurodollar Loans, Loans or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in Date if the case of requested Loans are ABR Loans. Each such notice shall specify ), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then Available Commitments, or the amount of outstanding Eurodollar Loans after any repayment of any Eurodollar Loans, are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower’s Representative, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 subsection 11.2 prior to 1:00 P.M.11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower Borrower’s Representative in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Borrowers by the Administrative Agent crediting the account of the Borrower on Borrowers specified in the books of such office borrowing notice with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Any Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower Representative shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify ) substantially in the form of Exhibit M, specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, (iii) whether in the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly case of Eurodollar Loans, the respective lengths length of the initial Interest Periods thereforPeriod therefor and (iv) the name of the applicable Borrower. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate Available Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the BorrowerBorrower Representative, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the applicable Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower Representative in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Representative by the Administrative Agent crediting the account of the Borrower Representative on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent. Each Lender may, at its option, make any Loan available to any Foreign Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that Loans made any exercise of such option shall not affect the obligation of such Foreign Borrower to finance repay such Loan in accordance with the reimbursement terms of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lenderthis Agreement.

Procedure for Borrowing. The Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 A.M., New York City time, three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be initially Eurodollar Loans, or (b) 12:00 Noon11:00 A.M., New York City time, on the requested Borrowing Date, Date in the case of ABR Loans. Each such notice shall specify a Base Rate Loan other than a Swing Line Loan), specifying (i) the amount to be borrowedborrowed of each Type of Loan, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans (other than Swing Line Loans or Refunded Swing Line Loans), $2,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then Available Commitments are less than $2,000,000, such lesser amount), (y) in the case of Swing Line Loans, as provided in subsection 2.1(b)(i) and (z) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 subsection 10.2 prior to 1:00 11:00 A.M., New York City time (in the case of Eurodollar Loans) or 2:30 P.M., New York City timetime (in the case of Base Rate Loans), on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting in accordance with the account of the Borrower on the books of such office Borrower's payment instructions with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted . All notices given by the Administrative Agent to the applicable Issuing LenderBorrower under this subsection 2.2 may be made by telephonic notice promptly confirmed in writing.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Loans consisting only of Base Rate Loans shall be made upon the Commitments during Co-Borrowers’ irrevocable written notice delivered to the Commitment Period on any Business Day, provided that Agent in the Borrower shall give the Administrative Agent irrevocable noticeform of a Notice of Borrowing, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 1:00 p.m. (a) 12:30 P.M., New York City time, ) on the Borrowing Date specifying the amount of the Borrowing. Each Borrowing of Loans that includes any Eurodollar Rate Loans shall be made upon the Co-Borrowers’ irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by Agent prior to 1:00 p.m. (New York City time) three (3) Business Days prior to the requested Borrowing Date), in specifying the case amount of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR LoansBorrowing. Each such notice Notice of Borrowing shall be by electronic transfer or facsimile, confirmed immediately in an original writing and shall specify (i) the amount to be borrowed, Type of Loan requested and (ii) the Co-Borrower(s) for whom such Loan is requested. Each requested Eurodollar Rate Loan must be in a principal amount of at least $1,000,000.00 and any multiple of $500,000.00 in excess thereof. (b) Following receipt of a Notice of Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar requesting Revolving Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Revolving Bank of the amount of its Revolving Percentage of such requested Revolving Loans. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing such Borrowing available to the Administrative Agent for the account of the Borrower Co-Borrowers at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., Agent’s Payment Office by 3:00 p.m. (New York City time, ) on the Borrowing Date requested by the Borrower Co-Borrowers in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Co-Borrowers by the Administrative Agent by crediting the account of the Borrower on the books of such office Bank Blocked Account designated by MMP with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof Banks and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 A.M., New York City time, three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be initially Eurodollar Loans, or (b) 12:00 Noon11:00 A.M., New York City time, on the requested Borrowing Date, Date in the case of ABR Loans. Each such notice shall specify a Swing Line Loan or a Base Rate Loan), specifying (i) the amount to be borrowedborrowed of each Type of Loan, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans (other than Swing Line Loans), $2,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then Available Commitments are less than $2,000,000, such lesser amount), (y) in the case of Swing Line Loans, as provided in subsection 2.1(b)(i) and (z) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.subsection

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower Each Loan shall give the Administrative Agent be made upon irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 A.M., New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar LoansLoans (or, with respect to any Eurodollar Loans to be made on the Closing Date, such shorter time period as may be agreed by the Administrative Agent) or (b) 12:00 Noon11:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify ), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly case of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof (or if less, the then remaining unfunded Commitment) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share Applicable Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 A.M., New York City time, three twothree Business Days prior to the requested Borrowing Date, in the case of Eurodollar EurodollarTerm Benchmark Loans, or (b) 12:00 Noon1:00 P.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar EurodollarTerm Benchmark Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar EurodollarTerm Benchmark Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar EurodollarTerm Benchmark Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 3:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice substantially in the form of Exhibit M hereto must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Datedate of the borrowing, in the case of Eurodollar Term Benchmark Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Datedate of the borrowing, in the case of ABR Loans. Each such notice shall specify ), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, borrowing date and (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Term Benchmark Loans, $5,000,000 or a whole multiple the respective length of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each the borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 2:00 P.M., New York City time, on the Borrowing Date proposed borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan by designating such branch or Affiliate as its lending office; provided that Loans made any exercise of such option shall not affect the obligation of the Borrower to finance repay such Loan in accordance with the reimbursement terms of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lenderthis Agreement.

Procedure for Borrowing. The Borrower may borrow under the Commitments during on the Commitment Period on any Business DayClosing Date, provided that the Borrower shall give the Administrative Agent irrevocable notice, substantially in the form of Exhibit G, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 12:00 P.M., New York City time, three Business Days prior to in the requested Borrowing Datecase of ABR Loans, on the Closing Date or, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on three Business Days prior to the requested Borrowing Closing Date, in the each case of ABR Loans. Each such notice shall specify specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date (which, for the avoidance of doubt, will be the Closing Date), (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths amount of such Type of Loan and the length of the initial Interest Periods Period therefor. Each The borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Prior to (x) with respect to Eurodollar Loans, 10:00 A.M., New York City time, or (y) with respect to ABR Loans, 2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower, each Lender will make an amount equal to its Commitment Percentage of the principal amount of its pro rata share of each borrowing the Loans requested to be made on such Borrowing Date available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested writing by the Borrower Administrative Agent to the Lenders in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 4:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify of a borrowing of ABR Loans to finance payments required by Section 3.5 may be given not later than 11:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount), (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (yz) in the case of Eurodollar Competitive Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that a borrowing the Swingline Lender may request, on behalf of the Borrower, borrowings under the Commitments that is an are ABR Loan may be Loans in any aggregate amount that is required other amounts pursuant to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.52.4. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 12:00 Noon (or, in the case of same-day borrowings of ABR Loans to finance payments required by Section 3.5, 1:00 P.M.), New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent not later than 4:00 P.M. (or in the case of same-day borrowings of ABR Loans to finance payments required by Section 3.5, 1:00 P.M.), New York City time on such Borrowing Date crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period Loans on any Business Day, ; provided that the Borrower shall give notify the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer telephone of the Borrower and received by Borrowing (the Administrative Agent prior to (a“Borrowing Request”) 12:30 P.M.not later than 11:00 a.m., New York City time, time (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or and (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Alternate Base Rate Loans. Each telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by either hand delivery (including overnight courier), facsimile or e-mail electronic transmission to the Administrative Agent of a written Borrowing Request, substantially in the form of Exhibit A attached hereto or such notice other form as may be approved by the Administrative Agent, signed by the Borrower. Each such telephonic and written Borrowing Request shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing Borrowing is to be consist of Eurodollar Loans, ABR Alternate Base Rate Loans, or a combination thereof and (in each case stating the amounts requested), (iv) if in the borrowing is to be entirely or partly case of Eurodollar Loans, the respective lengths length of the initial Interest Periods Period(s) therefor, and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.12. Each borrowing under the Commitments Borrowing shall be in an aggregate principal amount equal not less than the lesser of (i) (A) with respect to (x) in the case of ABR Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof, and (yB) in the case of Eurodollar with respect to Alternate Base Rate Loans, $10,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that a borrowing under , and (ii) the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5then unused Commitments. Upon receipt of any such notice from the Borrowernotice, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office in accordance with Section 2.12. The proceeds of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the each such Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing of Revolving Loans will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office in accordance with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender2.12.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during Company's irrevocable telephonic or written notice delivered to the Commitment Period on any Business DayAgent in the form of a Notice of Borrowing, provided that the Borrower shall give the Administrative Agent irrevocable noticeif written and promptly confirmed by delivery of a form of Notice of Borrowing, if telephonic, which written or telephonic notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 9:00 a.m. (aChicago time) 12:30 P.M., New York City time, three (i) two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Rate Loans, or ; and (bii) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Base Rate Loans. Each such notice shall specify , specifying: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; provided that a borrowing under and (D) the Commitments that is an ABR Loan may duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be in any aggregate amount that is required to finance the reimbursement three months. (b) The Agent will promptly notify each Bank of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon its receipt of any Notice of Borrowing and of the amount of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the office of the Administrative Agent specified in Section 9.2 prior to Agent's Payment Office by 1:00 P.M., New York City p.m. (Chicago time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders promptly upon receipt thereof and in Company of like funds as received by the Administrative Agent; provided that Loans made . (d) After giving effect to finance the reimbursement of an LC Disbursement as provided any Borrowing, there may not be more than ten different Interest Periods in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lendereffect.

Procedure for Borrowing. The (a) Borrower may borrow under the Commitments (subject to the limitations on the availability of Eurodollar Rate Loans), during the Commitment Period on any Business DayPeriod, provided that the Borrower shall give Agent written (which may be by electronic mail) notice (the Administrative Agent irrevocable notice“Notice of Borrowing”), which notice Notice of Borrowing must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent (i) prior to (a) 12:30 P.M.11:00 a.m., New York City Chicago time, at least three (3) Business Days prior to the requested Borrowing Date, in Date for that part of the case of requested borrowing that is to be Eurodollar Rate Loans, or (bii) 12:00 Noonprior to 10:00 a.m., New York City time, Chicago time on or before the requested Borrowing DateDate for that part of the requested borrowing that is to be ABR Loans which Notice of Borrowing, in the case of ABR LoansLoan(s), shall be irrevocable. Each such notice Notice of Borrowing shall specify (iA) the Borrowing Date (which shall be a Business Day), (B) the amount to be borrowedof the requested borrowing, (ii) the requested Borrowing Date, (iiiC) whether the borrowing is to be of Eurodollar Rate Loans, ABR Loans, Loans or a combination thereof and (ivD) if the borrowing is to be entirely or partly of Eurodollar Rate Loans, the amount of each ABR Loan, if any, and the respective amounts of each such Eurodollar Rate Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under pursuant to the Commitments shall be in an the principal amount equal to (x1) in the case of ABR Loans, of $5,000,000 1,000,000 or a whole any larger amount which is an even multiple of $1,000,000 in excess thereof 100,000, and (y2) in the case of Eurodollar Rate Loans, of $10,000,000 or a whole any larger amount which is an even multiple of $1,000,000 1,000,000. (b) After the Borrower gives Notice of Borrowing with respect to Eurodollar Rate Loans, Agent, by 9:00 a.m., Chicago time, two Business Days prior to the requested Borrowing Date, shall advise the Borrower of the applicable interest rate(s) (which is the sum of the applicable Eurodollar Rate(s) and the Applicable Eurodollar Margin) for the Eurodollar Rate Loan(s) and Interest Period(s) requested in excess thereof; provided that the Notice of Borrowing. Not more than two hours thereafter, the Borrower shall give Agent written irrevocable confirmation of whether or not the Borrower selects Eurodollar Rate Loan(s) on such Borrowing Date and, if so, the amount(s) and Interest Period(s) of such Eurodollar Rate Loan(s). If the Borrower’s written confirmation is timely made, the Borrower shall be deemed to be requesting borrowing(s) of Eurodollar Rate Loan(s) in the amount(s) and for the Interest Period(s) stated in the confirmation. If the Borrower’s confirmation is not timely made, the Borrower shall be deemed to have requested a borrowing under the Commitments that is entirely as an ABR Loan may be in any the aggregate amount that is required and on the Borrowing Date specified in the Notice of Borrowing. (c) By noon, Chicago time, (i) with respect to finance any ABR Loan, on the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of requested Borrowing Date and (ii) with respect to any such notice from Eurodollar Rate Loan, two Business Days prior to the Borrowerrequested Borrowing Date, the Administrative Agent shall promptly notify give notice by facsimile to each Lender thereof. Each Lender will make of such request, specifying (A) the Borrowing Date (which shall be a Business Day), (B) the amount of its pro rata share the requested borrowing, (C) whether the borrowing is to be of Eurodollar Rate Loans, ABR Loans or a combination thereof, and (D) if the borrowing is to be entirely or partly of Eurodollar Rate Loans, the amount of each borrowing available ABR Loan, if any, and the respective amounts of each such Eurodollar Rate Loan, the applicable Eurodollar Rate for each such Eurodollar Rate Loan and the respective lengths of the initial Interest Periods therefor. Subject to satisfaction of the Administrative terms and conditions of this Agreement, each Lender shall deposit funds with Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, by 2:00 p.m. Chicago time on the Borrowing Date requested by the Borrower in funds wire transfer or other immediately available funds equal to its Ratable Share of the Administrative AgentRevolving Credit Loans to be made on the Borrowing Date. Such borrowing The Loan(s) will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof Lenders, and in like funds as received by Agent. (d) Each Lender may book its Loans and its participations in Facility L/Cs at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Administrative Agent; provided that Loans made to finance and the reimbursement of an LC Disbursement as provided in Section 3.5 Notes issued hereunder shall be remitted deemed held by each Lender for the Administrative Agent benefit of any such Lending Installation. Each Lender and LC Issuer may, by written notice to the Agent and Borrower in accordance with subsection 11.2 hereof, designate replacement or additional Lending Installations through which Loans will be made by it or Facility L/Cs will be issued by it and for whose account Loan payments or a payment with respect to Facility L/Cs are to be made. (e) Each ABR Loan shall continue as an ABR Loan unless and until such ABR Loan is converted into a Eurodollar Rate Loan pursuant to subsection 3.1 or is repaid in accordance with subsection 2.11. Each Eurodollar Rate Loan shall continue as a Eurodollar Rate Loan until the end of the then applicable Issuing LenderInterest Period therefor, at which time such Eurodollar Rate Loan shall be automatically converted into an ABR Loan unless (x) such Eurodollar Loan is or was repaid in accordance with subsection 2.11 or (y) such Eurodollar Rate Loan is continued as a Eurodollar Rate Loan in accordance with subsection 3.1.

Procedure for Borrowing. The Borrower may borrow under the Revolving 364 Day Commitments during the Revolving 364 Day Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 A.M., New York City time, three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be initially Eurodollar Loans, or (b) 12:00 Noon11:00 A.M., New York City time, on the requested Borrowing Date, Date in the case of ABR Loans. Each such notice shall specify a Base Rate Loan), specifying (i) the amount to be borrowedborrowed of each Type of Loan, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $5,000,000 2,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if the then Available Commitments are less than $2,000,000, such lesser amount), and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan Borrower may be nevertheless borrow amounts below such minimum amounts in clauses (x) or (y) above solely for the purpose of (i) converting Revolving 364 Day Loans into Term Loans on the Revolving 364 Day Termination Date, (ii) repaying Revolving 364 Day Loans owing to any aggregate amount that is required Nonconsenting Lenders on the Revolving 364 Day Termination Date and (iii) funding any scheduled amortization payment pursuant to finance the reimbursement subsection 2.5(b) in respect of all or a part of an LC Disbursement as contemplated by Section 3.5any Term Loans then outstanding. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 subsection 10.2 prior to 1:00 11:00 A.M., New York City time (in the case of Eurodollar Loans) or 2:30 P.M., New York City timetime (in the case of Base Rate Loans), on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting in accordance with the account of the Borrower on the books of such office Borrower's payment instructions with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted . All notices given by the Administrative Agent to the applicable Issuing LenderBorrower under this subsection 2.2 may be made by telephonic notice promptly confirmed in writing.

Procedure for Borrowing. The Borrower Company may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower Company shall give deliver to the Administrative Agent irrevocable notice, a Borrowing Certificate (which notice certificate to be effective on the requested Borrowing Date must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.prior to 12:00 noon, New York City time, three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Revolving Credit Loans are to be initially Eurodollar Loans, or (b) prior to 10:00 A.M., London, England time, four Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be Foreign Currency Loans and (c) prior to 12:00 Noonnoon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify otherwise), specifying (i) the amount to be borrowed, (ii) the currency to be borrowed, (iii) the requested Borrowing Date, (iiiiv) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof (if the borrowing is to be denominated in a Foreign Currency, the borrowing must be comprised entirely of Eurodollar Loans) and (ivv) if the borrowing is to be entirely or partly of Eurodollar Loans, the aggregate amount of such Eurodollar Loans and the amounts of each such Eurodollar Loan and the respective lengths length of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an amount a Dollar Amount equal to (x) in the case of ABR Loans other than a Swing Line Loan, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then Available Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrowera Borrowing Certificate, the Administrative Agent shall promptly notify each Lender Bank thereof. Each Lender Bank will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower Company at the applicable office of the Administrative Agent specified in Section subsection 9.2 or such other office specified by the Administrative Agent from time to time prior to 1:00 (a) 2:00 P.M., New York City timetime in the case of ABR Loans and 11:00 A.M., New York City time in the case of Eurodollar Loans denominated in Dollars and (b) the Applicable Time specified by the Administrative Agent in the case of any Foreign Currency Loan, on the Borrowing Date requested by the Borrower Company in Dollars or the applicable Foreign Currency and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof Banks and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during Borrower's irrevocable telephonic notice (such notice to be immediately confirmed in writing) delivered to the Commitment Period on any Business Day, provided that Agent in the Borrower shall give the Administrative Agent irrevocable notice, form of a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 9:00 a.m. (aLos Angeles time) 12:30 P.M., New York City time, (i) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar LIBOR Loans, or and (bii) 12:00 Noon, New York City time, on one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Prime Rate Loans. Each such notice shall specify , specifying: (iA) the amount to of the Borrowing, which shall be borrowed(1) in the case of a Prime Rate Loan, in an aggregate minimum amount of $100,000 or any multiple of $100,000 in excess thereof and (ii2) in the case of a LIBOR Loan, in an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (iiiC) whether the borrowing is Type of Loans comprising the Borrowing; and (D) with respect to be the LIBOR Loans only, the duration of Eurodollar the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of LIBOR Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial such Interest Periods therefor. Each borrowing under the Commitments Period shall be in an amount equal to three months. (xb) in the case The Agent will promptly notify each Bank of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any Notice of Borrowing and of the amount of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City Agent's Payment Office by 12:00 noon (Los Angeles time, ) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower or the Borrower's designee by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders promptly upon receipt thereof and Borrower in like funds as received by the Administrative Agent; provided that . (d) After giving effect to any Borrowing, there may not be more than 3 different Interest Periods in effect in respect of all LIBOR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lenderthen outstanding.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period Loans on any Business Day, ; provided that the Borrower shall give notify the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer telephone of the Borrower and received by Borrowing (the Administrative Agent prior to (a“Borrowing Request”) 12:30 P.M.not later than 1:00 p.m., New York City time, time (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or and (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Alternate Base Rate Loans. Each 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 in a form approved by the Administrative Agent and signed by the Borrower. Each such notice telephonic and written Borrowing Request shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing Borrowing is to be consist of Eurodollar Loans, ABR Alternate Base Rate Loans, or a combination thereof (in each case stating the amounts and currency requested), (iv) if in the borrowing is to be entirely or partly case of Eurodollar Loans, the respective lengths length of the initial Interest Periods Period(s) therefor, and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.12. Each borrowing under the Commitments Borrowing shall be in an aggregate principal amount equal to not less than the lesser of (xi) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof thereof, and (yii) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under then unused Commitments available to the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5Borrower. Upon receipt of any such notice from the Borrowernotice, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office in accordance with Section 2.12. The proceeds of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the each such Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing of Loans will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office in accordance with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender2.12.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period Loans on any Business Day, ; provided that the Borrower shall give notify the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer in writing of the Borrower and received by Borrowing (the Administrative Agent prior to “Borrowing Request”) not later than (a) 12:30 P.M.1:00 p.m., New York City time, time three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or and (b) 12:00 Noon11:00 a.m., New York City time, time on the requested Borrowing Date, in the case of ABR Alternate Base Rate Loans. The Borrowing Request shall be irrevocable and shall be in a form approved by the Administrative Agent and signed by the Borrower. Each such notice written Borrowing Request shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing Borrowing is to be consist of Eurodollar Loans or Alternate Base Rate Loans (if the Borrower fails to specify the Type of Borrowing, then the applicable Loans shall be made as Alternate Base Rate Loans), ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, the length of the Interest Period(s) therefor (if the Borrower fails to specify the length of the Interest Period, then the applicable Interest Period shall be one (1) month), and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.12. The Borrowing shall be in an aggregate principal amount not less than $10,000,000 or a whole multiple of $1,000,000 5,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrowernotice, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing the Borrowing available to the Administrative Agent for the account of the Borrower at the office in accordance with Section 2.12. The proceeds of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing of Loans will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office in accordance with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender2.12.

Procedure for Borrowing. The Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day, provided PROVIDED that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Revolving Credit Loans are to be initially Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in if all of the case of requested Revolving Credit Loans are to be initially ABR Loans. Each such notice shall specify ), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Revolving Credit Loan and the respective lengths of the initial Interest Periods thereforfor such Eurodollar Loans. The Revolving Credit Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Revolving Credit Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 subsection 11.2 prior to 1:00 P.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Credit Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans . The failure of any Revolving Credit Lender to make the Revolving Credit Loan to be made by it as part of any borrowing shall not relieve any other Revolving Credit Lender of its obligation to finance the reimbursement make available its share of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lendersuch borrowing.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business DayIn order to effect a borrowing hereunder, provided that the Borrower shall give the Administrative Agent irrevocable notice, a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify Notice of Borrowing of ABR Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 1:00 P.M. New York City time, on the date of the proposed borrowing), specifying (i) the amount Facility under which such Loan is to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be requested Borrowing Date and (iv) in the case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an aggregate amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate relevant Available Revolving Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that a borrowing the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that is an are ABR Loan may be Loans in any aggregate amount that is required other amounts pursuant to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.52.5. Upon receipt of any such notice Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each relevant Lender thereof. Each relevant Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent; provided that, in the event that any Lender fails to make available to the Administrative Agent any portion of such amount prior to 12:30 P.M. New York City time on the relevant Borrowing Date, the Borrower shall be deemed to have provided notice to the Swingline Lender in accordance with Section 2.5 requesting a Swingline Loan in an amount equal to the aggregate amount of any such shortfall, rounded up to the applicable whole multiple of $500,000 (but in no event exceeding, together with all outstanding Swingline Loans, the Swingline Commitment). Such borrowing (including any such Swingline Loan) will then be made available not later than 1:00 P.M., New York City time, to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the relevant Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Subject to the terms and conditions ----------------------- contained in the Loan Documents, the Borrower may borrow under the Commitments during Available Commitments, prior to the Commitment Period Termination Date, on any Business Day, provided that the Borrower shall give Day by delivery to the Administrative Agent of an irrevocable notice, which notice substantially in the form of Exhibit H-1 (a "Notice of Borrowing"). A Notice of Borrowing must be executed by a Responsible Officer of the Borrower and received ----------- ------------------- by the Administrative Agent prior to (a) 12:30 P.M.12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be initially Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case . A Notice of ABR Loans. Each such notice Borrowing shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each Tranche and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Total Available Commitment shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then Total Available Commitment is less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each such Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 12.2 prior to 1:00 2:00 P.M., New York City ------------ time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on as so directed by the books Borrower in a Notice of such office Borrowing with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Revolving Loans shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Company's irrevocable written notice delivered to the Administrative Agent irrevocable noticein the form of a Notice of Borrowing, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 10:00 a.m. (aDallas, Texas time) 12:30 P.M., New York City time, (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or Offshore Rate Loans and (bii) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans. Each such notice shall specify , specifying: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 2,000,000 or a whole any multiple of $1,000,000 in excess thereof; provided that (B) the requested Borrowing Date, which shall be a borrowing under Business Day; (C) the Commitments that is an ABR Loan may Interest Rate Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the three months. (b) The Administrative Agent shall will promptly notify each Lender thereof. of its receipt of any Notice of Borrowing and of the amount of such Lender's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M.Agent's Payment Office by 12:00 noon (Dallas, New York City Texas time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders promptly upon receipt thereof and in Company of like funds as received by the Administrative Agent; provided that Loans made . (d) After giving effect to finance the reimbursement of an LC Disbursement as provided any Borrowing, there may not be more than seven (7) different Interest Periods in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lendereffect.

Procedure for Borrowing. The (a) Prior to the Completion Date and, to the extent the proceeds of the requested borrowing are used to pay Project Costs, after the Completion Date but prior to the Final Completion Date, the Borrower may borrow under the Term Loan Commitments or the Revolving Credit Commitments during the Term Loan Commitment Period or the Revolving Credit Commitment Period, as applicable, on any Business Day; provided, provided that the Borrower shall give the Administrative Agent irrevocable noticein accordance with and pursuant to the terms of Section 2.4 of the Disbursement Agreement such Notice of Advance Requests in the form, which notice at the times and as required under the Disbursement Agreement. Notwithstanding any provisions of the Disbursement Agreement to the contrary, such Notice of Advance Requests and the related Advance Confirmation Notices from the Disbursement Agent in accordance with the provisions of Section 2.4 of the Disbursement Agreement must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans and must specify (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the length of the initial Interest Period therefor. Upon receipt of any Advance Confirmation Notice from the Disbursement Agent, the Administrative Agent shall promptly notify each Term Loan Lender and/or Revolving Credit Lender, as appropriate, thereof. Each such Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent at the Funding Office prior to 10:00 A.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then, upon satisfaction or waiver of the conditions precedent specified in Section 5.2, be made available by the Administrative Agent, in like funds as received by the Administrative Agent from the Lenders, to the Disbursement Agent in the Collection Account no later than 12:00 Noon, New York City time, on the applicable Borrowing Date who shall then make the proceeds of such Loans available to the Borrower in accordance with and upon fulfillment of conditions set forth in the Disbursement Agreement. (b) On or after the Completion Date (other than with respect to borrowings to pay Project Costs prior to the Final Completion Date, such borrowings to be made pursuant to Section 2.5(a)), the Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day; provided, that the Borrower shall give the Administrative Agent irrevocable notice in a Notice of Borrowing (which Notice of Borrowing must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of ABR Eurodollar Loans. Each such notice shall specify , or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans), specifying (i) the amount and Type of Revolving Credit Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple the length of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5initial Interest Period therefor. Upon receipt of any such notice Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then then, upon satisfaction or waiver of the conditions precedent specified in Section 5.3, be made available to the Borrower by the Administrative Agent crediting the account a Funding Account of the Borrower on the books of such office the Funding Office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Credit Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance . (c) Each borrowing under the reimbursement of an LC Disbursement as provided in Section 3.5 Term Loan Commitments or the Revolving Credit Commitments shall be remitted in an amount equal to (x) in the case of Base Rate Loans, $5,000,000 or a whole multiple in excess thereof (or, if the then aggregate Available Term Loan Commitments or Available Revolving Credit Commitments, as applicable, are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a $1,000,000 whole multiple in excess thereof; provided, that the Swing Line Lender may request, on behalf of the Borrower, borrowings under the Revolving Credit Commitments which are Base Rate Loans in other amounts pursuant to Section 2.7. (d) In the event that the proceeds of any Loans deposited into the Collection Account pursuant to subsection (a) above are not disbursed by the Disbursement Agent on the applicable Borrowing Date, the proceeds of such Loans shall be held by the Disbursement Agent and/or returned to the Administrative Agent in accordance with the provisions set forth in the Disbursement Agreement; provided, however, that the proceeds of such Loans shall continue to bear interest and be repayable in accordance with the provisions set forth in this Agreement. In the event that the Administrative Agent receives a Stop Funding Notice from the Disbursement Agent in accordance with and pursuant to the applicable Issuing Lenderterms of the Disbursement Agreement, none of the Administrative Agent and the Lenders shall, or shall have any obligation to, advance the Loans associated with such Stop Funding Notice; provided, however, that the Borrower shall be obligated to make any payments due pursuant to Section 2.21 as a result thereof.

Procedure for Borrowing. The Borrower may borrow under the Commitments during on the Commitment Period Closing Date for the initial borrowing and thereafter on any Business Twenty-Fifth Day, provided provided, that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M., New York City time, 12:00 noon three Business Days prior to the requested Borrowing Date), in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths length of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) Dollars in the case amount of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that thereof (or, if the then aggregate Commitments are less than $10,000,000, such lesser amount) and, in the case of any borrowing subsequent to the first borrowing hereunder, shall be of a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5single Eurodollar Tranche. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each relevant Lender thereof. Each relevant Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M.10:00 A.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the relevant Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business DayIn order to effect a borrowing hereunder, provided that the Borrower shall give the Administrative Agent irrevocable notice, a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify Notice of Borrowing of ABR Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 1:00 P.M. New York City time, on the date of the proposed borrowing), specifying (i) the amount Class of Loan to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be requested Borrowing Date and (iv) in the case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an aggregate amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate relevant Available Revolving Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that a borrowing the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that is an are ABR Loan may be Loans in any aggregate amount that is required other amounts pursuant to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.52.5. Upon receipt of any such notice Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each relevant Lender thereof. Each relevant Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent (in the case of any Revolving Loan, based on respective Revolving Percentages of the Revolving Lenders) for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 10:00 A.M., New York City time (or 2:00 P.M., New York City timetime in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5), on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent; provided that, in the event that any Revolving Lender fails to make available to the Administrative Agent any portion of such amount prior to 10:30 A.M. New York City time (or 2:30 P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5) on the relevant Borrowing Date, the Borrower shall be deemed to have provided notice to the Swingline Lender in accordance with Section 2.5 requesting a Swingline Loan in an amount equal to the aggregate amount of any such shortfall, rounded up to the applicable whole multiple of $500,000 (but in no event exceeding, together with all outstanding Swingline Loans, the Swingline Commitment). Such borrowing (including any such Swingline Loan) will then be made available not later than 11:00 A.M., New York City time (or 3:00 P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5), to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the relevant Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. (a) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be Base Rate Loans and may thereafter be converted into Eurodollar Loans in accordance with Section 2.8. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall make available to the Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds. (b) The Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans. Each such notice shall specify ), specifying (i) the amount and Type of Revolving Credit Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Any Revolving Credit Loans made on the Closing Date shall initially be Base Rate Loans but thereafter may be converted in accordance with Section 2.8. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $5,000,000 100,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $100,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 100,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, substantially in the form of Exhibit B, (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.12:00 noon, New York City time, three (i) one Business Day prior to the anticipated Closing Date, in the case of ABR Loans, and (ii) two Business Days prior to the requested Borrowing Closing Date, in the case of Eurodollar Loans, or ) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying (a) the amount to be borrowed and (b) instructions for remittance of the Term Loans to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each Closing Date each such notice Term Lender shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified Funding Office an amount in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available funds equal to the Administrative AgentTerm Loan to be made by such Lender. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting such account as is designated in writing to the account of Administrative Agent by the Borrower on the books of such office Borrower, with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by . (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of any Borrowing, the Administrative Agent may (in its sole discretion) assume that such Lender has made such share available on such date in accordance with Section 2.2(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Issuing Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans of the applicable Class. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business DayIn order to effect a borrowing hereunder, provided that the Borrower shall give notice to the Administrative Agent irrevocable noticeAgent, which may be given by: (A) telephone or (B) a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 1:00 P.M., New York City time, (a) three Business Days (or two Business Days in the case of a notice delivered for a Borrowing on the Restatement Effective Date) prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such Notice of Borrowing of ABR Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 1:00 P.M. New York City time, on the date of the proposed borrowing and, provided, further, that any telephonic notice shall specify must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing), specifying (i) the amount Class of Loan to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be requested Borrowing Date and (iv) in the case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an aggregate amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate relevant Available Revolving Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that a borrowing the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that is an are ABR Loan may be Loans in any aggregate amount that is required other amounts pursuant to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.52.5. Upon receipt of any such notice Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each relevant Lender thereof. Each Except as provided in Section 2.1(a), each relevant Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent (in the case of any Revolving Loan, based on respective Revolving Percentages of the Revolving Lenders) for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 10:00 A.M., New York City time (or 2:00 P.M., New York City timetime in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5), on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent; provided that, in the event that any Revolving Lender fails to make available to the Administrative Agent any portion of such amount prior to 10:30 A.M. New York City time (or 2:30 P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5) on the relevant Borrowing Date, the Borrower shall be deemed to have provided notice to the Swingline Lender in accordance with Section 2.5 requesting a Swingline Loan in an amount equal to the aggregate amount of any such shortfall, rounded up to the applicable whole multiple of $500,000 (but in no event exceeding, together with all outstanding Swingline Loans, the Swingline Commitment). Such borrowing (including any such Swingline Loan) will then be made available not later than 11:00 A.M., New York City time (or 3:00 P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5), to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the relevant Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments during the Commitment Period on any Business DayDay occurring prior to the Revolving Credit Commitment Termination Date; provided that, provided that with respect to any borrowing, the Borrower shall give the Administrative Agent irrevocable notice, (such notice to be contained in a “Notice of Borrowing” in the form of Exhibit I) (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (ai) 12:30 P.M.before 12:00 noon, New York City time, three Business Days prior to the requested Borrowing Date, in Date if all or any part of the case of Loans are to be Eurodollar Loans, or Loans and (bii) 12:00 Noonbefore 2:00 P.M., New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether Date if the borrowing is to be solely of Alternate Base Rate Loans; provided that any such notice in respect of Loans to be made on the Closing Date may be given at any time before 4:00 P.M. New York City time, one Business Day prior to the Closing Date) specifying (A) the amount of the borrowing, (B) whether such Loans are initially to be Eurodollar Loans, ABR Loans, Loans or Alternate Base Rate Loans or a combination thereof and (ivC) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths length of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Period for such Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each affected Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M.Not later than 12:00 noon, New York City time, on the Borrowing Date requested by the Borrower specified in funds immediately such notice, each affected Lender shall make available to the Administrative AgentAgent at the office of the Administrative Agent specified in subsection 10.2 (or at such other location as the Administrative Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by such Lender. Such borrowing will then Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Borrower by the Administrative Agent Agent’s crediting the account of the Borrower on Borrower, at the books office of such office the Administrative Agent specified in subsection 10.2, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that . The Loans made to finance on the reimbursement of an LC Disbursement as provided in Section 3.5 Closing Date shall be remitted by Alternate Base Rate Loans. (b) Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the Administrative Agent to aggregate principal amount of all Eurodollar Loans having the applicable Issuing Lendersame Interest Period shall not be less than $1,000,000 or a whole multiple of $500,000 in excess thereof and (ii) no more than ten Interest Periods shall be in effect at any one time.

Procedure for Borrowing. The (a) Subject to the terms and conditions hereof, Borrower may borrow under the Commitments during the Commitment Period on any Business Day; provided that, provided that the with respect to any borrowing, Borrower shall give the Administrative Agent (or, with respect to Swing Line Loans, the Swing Line Lender) irrevocable notice, notice substantially in the form of Exhibit Q (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 12:00 noon (aor, with respect to Swing Line Loans, 1:00 p.m.) (i) 12:30 P.M., New York City time, three Business Days prior to the requested Borrowing DateDate if all or any part of the Loans are to be Eurodollar Loans and (ii) one Business Day prior to the requested Borrowing Date (or, in the case of Eurodollar LoansSwing Line Loans and, or (b) 12:00 Noonif the Closing Date occurs on the date this Agreement is executed and delivered, New York City timeLoans made on the Closing Date, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether if the borrowing is to be solely of Alternate Base Rate Loans) and in either case specifying (a) the amount of the borrowing, (b) whether such Loans are initially to be Eurodollar Loans, ABR Loans, Loans or Alternate Base Rate Loans or a combination thereof and thereof, (ivc) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths length of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof Period for such Eurodollar Loans and (yd) in whether the case of Eurodollar LoansLoan is a Term Loan, $10,000,000 a Swing Line Loan or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5Revolving Credit Loan. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each affected Lender thereof. Each Not later than 12:00 noon on the Borrowing Date specified in such notice, each affected Lender will shall make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on subsection 11.2 (or at such other location as the Borrowing Date requested by the Borrower Administrative Agent may direct) an amount in funds immediately available funds equal to the Administrative Agent. Such borrowing amount of the Loan to be made by such Lender (except that proceeds of Swing Line Loans will then be made available to the Borrower in accordance with subsection 3.4(a)). Loan proceeds received by the Administrative Agent crediting hereunder shall promptly be made available to Borrower in immediately available funds to be delivered by wire transfer to the account of account(s) designated by Borrower in the Borrower on the books of such office applicable borrowing notice, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that . (b) Any borrowing of Eurodollar Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 hereunder shall be remitted by in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the Administrative Agent to aggregate principal amount of all Eurodollar Loans having the applicable Issuing Lendersame Interest Period shall not be less than $1,000,000 or a whole multiple of $100,000 in excess thereof, and (ii) no more than ten Interest Periods shall be in effect at any one time. No Borrowings made on the Closing Date or the next four consecutive Business Days shall be Eurodollar Loans without the Arrangers’ consent.

Procedure for Borrowing. (a) The Borrower may borrow under the Revolving Credit Commitments during (subject to the Commitment Period on any Business Day, provided that limitations in Section 2.01(a)) or the Borrower shall give Term Commitments by giving the Administrative Agent irrevocable noticenotice substantially in the form of Exhibit B (a “Borrowing Request”), which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.12:00 noon, New York City time, three Business Days prior to the requested Borrowing Date, in the case of a Eurodollar LoansBorrowing, or (b) 12:00 Noonnoon, New York City time, on the Business Day prior to the requested Borrowing Date, in the case of an ABR LoansBorrowing. Each such notice The Borrowing Request for each Borrowing shall specify (i) whether the requested Borrowing is to be a Revolving Credit Borrowing or a Term Borrowing, (ii) the amount to be borrowed, (iiiii) the requested Borrowing Date (which must be the Effective Date, in the case of a Term Borrowing), (iiiiv) whether the borrowing Borrowing is to be of Eurodollar Loans or ABR Loans, (v) if the Borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths length of the initial Interest Periods Period therefor, and (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. (b) Each borrowing under the Commitments Borrowing shall be in an a minimum aggregate principal amount equal to of (xi) in the case of ABR Loansa Term Borrowing, $5,000,000 1.0 million or a whole an integral multiple of $1,000,000 500,000 in excess thereof and or (yii) in the case of Eurodollar Loansa Revolving Credit Borrowing, $10,000,000 1.0 million or a whole an integral multiple of $1,000,000 500,000 in excess thereof; provided that a borrowing under thereof or, if less, the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance of the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. then Available Revolving Credit Commitments. (c) Upon receipt of any such notice from the BorrowerTerm Borrowing Request, the Administrative Agent shall promptly notify each Term Lender of the aggregate amount of the Term Borrowing and of the amount of such Term Lender’s pro rata portion thereof, which shall be based on their respective Term Commitments. Each Term Lender will make the amount of its pro rata share portion of each borrowing the Term Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 9.2 9.01 prior to 1:00 P.M.10:00 a.m., New York City time, on the Borrowing Effective Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing Amounts so received by the Administrative Agent will then promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent. (d) Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly upon receipt thereof notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender’s pro rata portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its pro rata portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 9.01 prior to 12:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent; provided that if on the Borrowing Date of any Revolving Loans to be made to the Borrower, any Swingline Loans made to the Borrower or LC Disbursements for the account of the Borrower shall be then outstanding, the proceeds of such Revolving Loans shall first be applied to pay in full such Swingline Loans or LC Disbursements, with any remaining proceeds to be made available to the Borrower as provided above; and provided further that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 2.06(e) shall be remitted by the Administrative Agent to the applicable Issuing LenderBank.

Procedure for Borrowing. The (a) Subject to the terms and conditions hereof, Borrower may borrow under the Commitments during the Commitment Period on any Business Day; provided that, provided that the with respect to any borrowing, Borrower shall give the Administrative Agent irrevocable notice, notice substantially in the form of Exhibit J (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 12:00 noon (ai) 12:30 P.M., New York City time, three Business Days prior to the requested Borrowing Date, in Date if all or any part of the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount Loans are to be borrowed, Eurodollar Loans and (ii) on the requested Borrowing Date, (iii) whether Date if the borrowing is to be solely of Alternate Base Rate Loans) and specifying (a) the amount of the borrowing, (b) whether such Loans are initially to be Eurodollar Loans, ABR Loans, Loans or Alternate Base Rate Loans or a combination thereof and thereof, (ivc) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths length of the initial Interest Periods thereforPeriod for such Eurodollar Loans and (d) whether the Loan is a Term Loan or Revolving Credit Loan. Each borrowing under If no election as to the Commitments Type of Borrowing is specified in any such notice, then the requested Borrowing shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any aggregate amount that is required such notice, then the Borrower shall be deemed to finance the reimbursement have selected an Interest Period of all or a part of an LC Disbursement as contemplated by Section 3.5one month’s duration. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each affected Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M.Not later than 2:00 p.m., New York City time, on the Borrowing Date requested by the Borrower specified in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made notice, each affected Lender shall make available to the Administrative Agent at the office of the Administrative Agent specified in subsection 11.2 (or at such other location as the Administrative Agent may direct) an amount in immediately available funds equal to the amount of the Loan to be made by such Lender. Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice, with the aggregate amount actually received by the Administrative Agent from the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that . (b) Any borrowing of Eurodollar Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 hereunder shall be remitted by in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the Administrative Agent to aggregate principal amount of all Eurodollar Loans having the applicable Issuing Lendersame Interest Period shall not be less than $1,000,000 or a whole multiple of $100,000 in excess thereof, and (ii) no more than ten Interest Periods shall be in effect at any one time.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give deliver to the Administrative Agent irrevocable notice, which notice must be executed (by a Responsible Officer of the Borrower and received by the Administrative Agent prior to no later than 9:00 a.m. (a) 12:30 P.M., New York City time, three ) on a day that is at least two Business Days prior to the requested Borrowing Restatement Date, ) an irrevocable written notice in the case form of Eurodollar Loansa Notice of Borrowing, or (b) 12:00 Noon, New York City time, requesting that the Loans be made on the requested Borrowing Restatement Date, in the case . Such Notice of ABR Loans. Each such notice shall specify Borrowing: (i) shall be delivered in accordance with the amount to be borrowed, last paragraph of Section 4.1 and (ii) shall specify: (A) the requested Borrowing Date, amounts of the Loans for each Tranche (iii) whether the borrowing is to be of Eurodollar Loansrequested on a pro rata basis) to be borrowed by the Borrower, ABR Loans, or a combination thereof and (ivB) if for the borrowing is to be entirely or partly of Eurodollar Dollar Loans, the respective lengths Type of Loans requested and, if the initial Dollar Loans are LIBOR Loans, the Interest Periods Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the The Administrative Agent shall promptly notify each Lender thereofand each Existing Lender upon receipt of the borrowing request. Each Such Notice of Borrowing given in accordance with this Section shall be deemed to satisfy all requirements under the Existing Credit Agreement for prior notice of prepayment of the Existing Loans. (b) Subject to the conditions precedent set forth in Article IV, each Lender will severally agrees to make the amount of its pro rata share Pro Rata Share of each borrowing the requested Loan of the applicable Tranche available to the Administrative Agent for the account of the Borrower (in the case of Dollar Loans) at the office of Administrative Agent’s applicable Payment Office and (in the Administrative Agent specified case Peso Loans) at the Peso Agent’s Payment Office, in Section 9.2 prior to 1:00 P.M., each case by 10:00 a.m. (New York City time, ) on the Borrowing Restatement Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available Upon fulfillment of the conditions precedent to disbursing the Borrower by Loans in Article IV, the Administrative Agent crediting shall apply the account proceeds of the Borrower on Loans to repay in full the books of such office with the aggregate outstanding Loans of the amounts made available to Existing Lenders under the Administrative Agent by Existing Credit Agreement (the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by “Existing Loans”). The Borrower hereby irrevocably instructs the Administrative Agent to apply the applicable Issuing Lenderproceeds of the Loans to the payment in full of the Existing Loans as specified above. The Borrower agrees to pay on the Restatement Date to the Existing Lenders all accrued and unpaid interest on the Existing Loans and within fifteen days after demand any amounts owing under Section 3.4 of the Existing Credit Agreement (as in effect prior to the Restatement Date) in respect of the repayment of the Existing Loans to the Existing Lenders on the Restatement Date.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer in substantially the form attached hereto as Exhibit S, specifying the amount of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M., New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount Initial Term Loans to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Eurocurrency Loans or ABR Loans, Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loansmore than one Type of Loan, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under therefor (if applicable) and the Commitments shall proposed Borrowing Date (which notice must have been received by the Administrative Agent by (i) 12:00 P.M., New York City time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in an amount equal its reasonable discretion) prior to the requested Borrowing Date for Eurocurrency Loans or (xii) 12:00 P.M., New York City time, at least one Business Day (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) prior to the case of requested Borrowing Date for ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender having an Initial Term Loan Commitment will make the amount of its pro rata share of the Initial Term Loans to be borrowed (subject to its Initial Term Loan Commitment) available, in each borrowing available to the Administrative Agent case for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 subsection 10.2 prior to 1:00 2:00 P.M., New York City timetime (or, on if the Borrowing Date requested time period for the Borrower’s delivery of notice was extended, such later time as agreed to by the Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice) on the Closing Date in funds immediately available to the Administrative Agent. Such borrowing will then be made available to The Administrative Agent shall on such date credit by wire transfer as directed by the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under (i) Each Borrowing of U.S. Revolving Loans or Term Loans by the Commitments during U.S. Borrowers shall be made upon the Commitment Period on any Business Day, provided that U.S. Parent Borrower’s irrevocable written notice delivered to the Borrower shall give the U.S. Administrative Agent irrevocable noticein the form of a notice of borrowing substantially in the form of Exhibit A-1 (each a “U.S. Notice of Borrowing”) or Exhibit A-3 (a “Term Notice of Borrowing”), as applicable, which notice must be executed by a Responsible Officer of the Borrower and received by the U.S. Administrative Agent prior to (ai) 12:30 P.M., 1:00 p.m. (New York City time, ) three Business Days prior to the requested Borrowing Datedate of such Borrowing, in the case of Eurodollar LIBOR Loans denominated in Dollars or BA Equivalent Loans, or (bii) 12:00 Noon, 1:00 p.m. (New York City time) at least four Business Days prior to the date of such Borrowing, on in the requested Borrowing Datecase of LIBOR Loans denominated in an Alternative Currency and (iii) 1:00 p.m. (New York City time) at least one Business Day prior to the date of such Borrowing, in the case of ABR Loans. Each , specifying: (A) whether such notice shall specify Borrowing consists of U.S. Revolving Loans or Term Loans; (iB) the amount to be borrowedand currency of the Borrowing, which must equal or exceed the Minimum Borrowing Amount (iiand increments of $1,000,000 in excess of such amount or the approximate equivalent amount thereof in the case of Alternative Currencies); (C) the date of the requested Borrowing DateBorrowing, which must be a Business Day; (iiiD) whether the borrowing is U.S. Revolving Loans requested are to be of Eurodollar Loans, ABR Loans, BA Equivalent Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar LIBOR Loans, an ABR Loan (in the respective lengths case of U.S. Revolving Loans denominated in Dollars) or LIBOR Loans with an Interest Period of one month, in the case of U.S. Revolving Loans denominated in an Alternative Currency (other than Cdn. Dollars)); provided that all U.S. Revolving Loans made by each of the initial Interest Periods therefor. Each borrowing under U.S. Revolving Lenders pursuant to the Commitments shall be in an amount equal to same Borrowing shall, unless otherwise specifically provided herein, consist entirely of U.S. Revolving Loans of the same Type; (xE) in the case of ABR a request for BA Equivalent Loans, $5,000,000 or the duration of the initial BA Equivalent Interest Period to be applicable thereto (and if not specified, it shall be deemed a whole multiple request for a BA Equivalent Interest Period of $1,000,000 in excess thereof and one month); and (yF) in the case of Eurodollar a request for LIBOR Loans, $10,000,000 or the duration of the initial Interest Period to be applicable thereto (and if not specified, it shall be deemed a whole multiple request for an Interest Period of $1,000,000 in excess thereof; provided that one month). (ii) In lieu of delivering a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement U.S. Notice of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the BorrowerBorrowing, the U.S. Parent Borrower may give the U.S. Administrative Agent shall telephonic notice of such request for advances on or before the deadline set forth above (promptly notify each Lender thereofconfirmed by delivery of a completed U.S. Notice of Borrowing). Each Lender will make the amount of its pro rata share of each borrowing available to the The U.S. Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 all times shall be remitted by the Administrative Agent entitled to the applicable Issuing Lenderrely on such telephonic notice in making such U.S. Revolving Loans, regardless of whether any written confirmation is received.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Revolving Loans shall be made upon the Commitments during Borrower's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that Agent in the Borrower shall give the Administrative Agent irrevocable notice, form of a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 9:00 a.m. San Francisco time) (ai) 12:30 P.M., New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (bii) 12:00 Noon, New York City time, on the Business Day which is the requested Borrowing Date, in the case of ABR Base Rate Loans. Each such notice shall specify , specifying: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole any integral multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; provided and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one month. provided, however, that a borrowing under with respect to the Commitments that is an ABR Loan may Borrowing to be in any aggregate amount that is required made on the Closing Date, the Notice of Borrowing shall be delivered to finance the reimbursement Agent not later than 9:00 a.m. (San Francisco time) one Business Day before the Closing Date and such Borrowing will consist of all or a part Base Rate Loans only. (b) The Agent will promptly notify each Bank of an LC Disbursement as contemplated by Section 3.5. Upon its receipt of any Notice of Borrowing and of the amount of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City Agent's Payment Office by 11:00 a.m. (San Francisco time, ) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent by (i) wire transfer of immediately available funds to the Borrower at, Harr▇▇ ▇▇▇st, ABA No. 071 000 288, Account No. 4191▇▇▇, ▇▇r credit to Storage Technology Corporation or such other account as the Borrower shall specify to the Agent or (ii) at the option of the Borrower, by crediting the account of the Borrower on the books of such office BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and Banks and, in each case, in like funds as received by the Administrative Agent; provided that Loans made . (d) After giving effect to finance any Borrowing, unless the reimbursement Agent shall otherwise consent, there may not be more than ten different Interest Periods in effect. (e) Any Notice of an LC Disbursement as provided Borrowing received after the time noted in Section 3.5 subsection 2.3(a) but prior to 5:00 p.m. (San Francisco time) on any Business Day, shall be remitted by deemed to have been received prior to 9:00 a.m. (San Francisco time) on the Administrative Agent to the applicable Issuing Lendernext Business Day.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of a Loan shall be made upon the Commitments during Borrower’s irrevocable (subject to Section 10.5) written notice delivered to Agent substantially in the Commitment Period on form of a Notice of Borrowing or in a writing in any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable noticeother form acceptable to Agent, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 1:00 p.m. (aChicago time) 12:30 P.M.(i) (x) on the date of the requested Borrowing or (y) on the date that is one (1) Business Day prior to the requested Borrowing date, New York City timein each case, with respect to each Base Rate Loan; provided, that any Base Rate Loan made on the same day that notice is given shall not exceed $5,000,000, and (ii) on the day which is three (3) Business Days prior to the requested Borrowing Date, date in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested each LIBOR Rate Loan. Such Notice of Borrowing Date, in the case of ABR Loans. Each such notice shall specify specify: (i) the amount to be borrowed, whether such Borrowing is for Term Loans or Revolving Loans; (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths amount of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing (which shall be in an aggregate minimum principal amount equal of $500,000 and integral multiples of $100,000 in excess of that amount); (iii) the requested Borrowing date, which shall be a Business Day; (iv) whether the Borrowing is to be comprised of LIBOR Rate Loans or Base Rate Loans; and (xv) in if the case of ABR Borrowing is to be LIBOR Rate Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and the Interest Period applicable to such Loans. (yb) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any a Notice of Borrowing, Agent will promptly notify each Term Lender or Revolving Lender, as applicable, of such notice from Notice of Borrowing and of the amount of such Lender’s Commitment Percentage of the Borrowing. (c) Unless Agent is otherwise directed in writing by the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share proceeds of each borrowing available to requested Borrowing after the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Closing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account by wire transfer of such amount to the Borrower pursuant to the wire transfer instructions specified on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lendersignature page hereto.

Procedure for Borrowing. The (a) A Borrower may borrow under the ----------------------- Commitments during the Commitment Period on any Business Day, provided that the -------- Borrower (or a Fund on its behalf) shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M., 1:00 P.M. New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, time on the requested Borrowing DateDate in accordance with Section 9.2 hereof), in the case of ABR Loans. Each such notice shall specify specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, and (iii) whether instructions to apply a specific amount of the proceeds of such borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and repay the Swing Line Lender in an amount equal to the Swing Line Loans to such Borrower then outstanding (ivas contemplated by Section 2.2(b) if the borrowing is below). Subject to be entirely or partly of Eurodollar LoansSection 2.15 hereof, the respective lengths aggregate amount of all borrowings by the initial Interest Periods therefor. Each Borrowers then borrowing under the Commitments on any Borrowing Date shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in or, if the case of Eurodollar Loansthen Available Commitments are less than $3,000,000, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5such lesser amount). Upon receipt of any such notice from the Borrowera Borrower (or a Fund on its behalf), the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the such Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 3:00 P.M., New York City time, on the Borrowing Date requested by the such Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the such Borrower on such Borrowing Date by the Administrative Agent crediting transferring by wire to the custodian of and for the account of the such Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that . (b) If, on the Borrowing Date of any Revolving Credit Loans of a Borrower, any Swing Line Loans to such Borrower shall be outstanding, the proceeds of such Revolving Credit Loans to such Borrower shall first be applied to pay in full such Swing Line Loans, with any remaining proceeds to be made available to finance the reimbursement of an LC Disbursement such Borrower as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lenderabove.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments during the Commitment Period on any Business DayDay that an Advance may be requested pursuant to the terms of Section 5.2 of the Participation Agreement, provided that the -------- Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent (i) prior to (a) 12:30 P.M.12:00 Noon, New York City Dallas, Texas time, three Business Days prior to the requested Borrowing Date, in Date if all or any part of the case of requested Loans are to be Eurodollar Loans, or (bii) 12:00 Noonprior to 10:00 a.m. Dallas, New York City time, on Texas time three Business Days prior to the requested Borrowing Date, in the case of Date with respect to any Loans that are to be ABR Loans. Each such notice shall specify ) specifying (iA) the amount to be borrowedborrowed (which on any date shall not be in excess of the then Available Commitments), (iiB) the requested Borrowing Date, (iiiC) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and thereof, (ivD) if the borrowing is to be entirely or partly a combination of Eurodollar Loans and ABR Loans, the respective lengths amounts of each Type of Loan and (E) the Interest Period applicable to any Eurodollar Loan; provided, however, that during the Commitment Period (1) there shall be only one Interest Period applicable for all amounts outstanding hereunder bearing interest based on the Eurodollar Rate, (2) such Interest Period shall commence on the date that the first Eurodollar Loan hereunder is extended and (3) any amounts thereafter borrowed or converted hereunder during the Commitment Period which are to bear interest based on the Eurodollar Rate may only be borrowed or converted on the first day of the initial Interest Periods thereforPeriod applicable to Eurodollar Loans. Each borrowing under Pursuant to the Commitments terms of the Participation Agreement, the Borrower shall be in an amount equal deemed to (x) in have delivered such notice upon the case delivery of ABR Loans, $5,000,000 a notice by the Construction Agent or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is Lessee containing such required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5information. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M.12:00 Noon, New York City Dallas, Texas time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting an account designated, subject to Section 11.1 of the account of Participation Agreement, by the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made . No amount of any Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. (b) Interest accruing on each Loan during the Construction Period with respect to finance any Property shall, subject to the reimbursement of an LC Disbursement as provided limitations set forth in Section 3.5 5.1(b) of the Participation Agreement be added to the principal amount of such Loan on the relevant Scheduled Interest Payment Date. On each such Scheduled Interest Payment Date, the Loan Property Cost and Construction Loan Property Cost shall be remitted increased by the Administrative Agent amount of interest added to the applicable Issuing LenderLoans.

Procedure for Borrowing. The (a) Borrower may borrow under the Commitments Facility during the Commitment Period on any Business DayAdvance Date; provided, provided that the Borrower shall give the Administrative Agent have given Lender irrevocable noticenotice (each, a “Notice of Borrowing”), which notice must (i) shall be executed substantially in the form of Exhibit B, (ii) shall be signed by a Responsible Officer of the Borrower and be received by the Administrative Agent Lender prior to 3:00 p.m. (a) 12:30 P.M., New York City time, ) three (3) Business Days prior to the requested Borrowing related Advance Date, and (iii) shall specify (A) the dollar amount of the requested Loan Advance, (B) the value of the Portfolio Excess Spread on Borrower’s books and records; (C) the requested Advance Date and (D) the information required to be included in the case of Eurodollar Loans, or Asset Schedule with respect to each such Asset in mutually acceptable electronic form. (b) 12:00 NoonIf Borrower shall deliver to Lender a Notice of Borrowing that satisfies the requirements of Section 2.02(a), New York City timeLender will notify Borrower of its intent to remit the requested Loan Amount one (1) Business Day prior to the requested Advance Date. If all applicable conditions precedent set forth in Article V have been satisfied on or prior to the Advance Date, then subject to the foregoing, on the requested Borrowing Advance Date, in the case of ABR Loans. Each such notice Lender shall specify (i) the amount remit or cause to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make remitted the amount of its pro rata share of each borrowing the requested Loan Advance in U.S. Dollars and in immediately available funds to the Administrative Agent for account specified by Borrower. (c) Upon making each Loan Advance hereunder, the account Asset Schedule shall be automatically updated to include each of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, Assets listed on the Borrowing Date requested by the Borrower in funds immediately available Asset Schedule attached to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account Notice of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing LenderBorrowing.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 prior to 4:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noonone Business Day prior to 1:00 P.M., New York City time, time on the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify of a borrowing of ABR Loans to finance payments required by Section 3.5 may be given not later than 11:00 A.M., New York City time, on the date of the proposed borrowing), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount), (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (yz) in the case of Eurodollar Competitive Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that a borrowing the Swingline Lender may request, on behalf of the Borrower, borrowings under the Commitments that is an are ABR Loan may be Loans in any aggregate amount that is required other amounts pursuant to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.52.4. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 12:00 Noon3:00 P.M. (or, in the case of same-day borrowings of ABR Loans to finance payments required by Section 3.5, 1:00 P.M.), New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent not later than 4:003:30 P.M. (or in the case of same-day borrowings of ABR Loans to finance payments required by Section 3.5, 1:00 P.M.), New York City time on such Borrowing Date crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 A.M., New York City time, three two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that (i) a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.53.5 and (ii) the Swingline Lender may request, on behalf of the Borrower, borrowings of ABR Loans in other amounts pursuant to Section 2.20(b). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that (x) Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender and (y) Loans made to finance the reimbursement of a Swingline Loan as provided in Section 2.20(b) shall be remitted by the Administrative Agent to the Swingline Lender. Swingline Loans shall be made as provided in Section 2.19.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Tranche A Term Loans, Tranche B Term Loans and Revolving Loans (other than a Borrowing of Revolving Loans pursuant to Section 2.01(d)(iv) or Section 3.03(b)) shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Borrower's irrevocable written notice delivered to the Administrative Agent irrevocable notice, in accordance with Section 12.02 in the form of a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent (i) prior to 11:00 a.m. (a) 12:30 P.M., New York City time, ) not less than three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or Loans and (bii) 12:00 Noon, prior to 11:00 a.m. (New York City time, ) on the requested Borrowing Date, in the case of ABR Base Rate Loans. Each such notice shall specify , specifying: (iA) whether the Borrowing is to be comprised of Tranche A Term Loans, Tranche B Term Loans or Revolving Loans; (B) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $1,000,000 or any multiple of $100,000 in excess thereof (or, such lesser multiple as may be acceptable to be borrowed, the Administrative Agent); (iiC) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments which shall be in an amount equal to a Business Day; (xD) in the case of ABR a Revolving Borrowing after the Closing Date, whether such Borrowing is to be comprised of Eurodollar Loans or Base Rate Loans; and (E) the duration of the Interest Period, $5,000,000 or a whole multiple if any, applicable to the respective Revolving Loans included in such notice. If the Notice of $1,000,000 in excess thereof and (y) in Borrowing shall fail to specify the case duration of the Interest Period for any Borrowing comprised of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may such Interest Period shall be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. one month. (b) Upon receipt of any such notice from the BorrowerNotice of Borrowing, the Administrative Agent shall will promptly notify each Lender thereof. with a Commitment for such Loan of the contents thereof and of the amount of such Lender's Commitment Percentage of the requested Borrowing. (c) Each Lender will make the amount of its pro rata share Commitment Percentage of each borrowing Tranche A Term Loan Borrowing, Tranche B Term Loan Borrowing or Revolving Borrowing, as applicable, available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., Agent's Payment Office by 2:00 p.m. (New York City time, ) on the Borrowing Date (or by 3:00 p.m. (New York City time) on such Borrowing Date in the case of a Borrowing of Base Rate Loans made on same day notice) requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing Unless any applicable condition of Article V has not been satisfied or waived in writing by the Required Lenders, the proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by Borrower. Each Lender will make the amount of its Commitment Percentage of each Mandatory Borrowing available to the Administrative Agent for the account of the Swingline Lender at the Administrative Agent; provided that Loans made to finance 's Payment Office by 2:00 p.m. (New York City time) on the reimbursement of an LC Disbursement as provided date specified in Section 3.5 2.01(d)(iv). (d) Upon the occurrence and during the continuance of (x) any Default under Section 9.01(a), 9.01(f) or 9.01(g) or (y) any Event of Default, the Borrower shall not have the right to elect (and shall not elect) to have a Loan be remitted by made as a Eurodollar Loan. (e) After giving effect to any Borrowing, there shall not be more than ten different Interest Periods in effect in respect of all Term Loans and Revolving Loans. (i) Whenever the Borrower desires to make a Swingline Borrowing hereunder, the Borrower shall give the Administrative Agent and the Swingline Lender not later than 2:00 p.m. (New York City time) on the date that a Swingline Loan is to be made, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and specify in each case: (A) the amount of the Swingline Loan, which shall be in an aggregate minimum principal amount of $250,000 or any multiple of $50,000 in excess thereof (or, in either case, such lesser amount as may be acceptable to the applicable Issuing LenderAdministrative Agent); and (B) the requested Borrowing Date, which shall be a Business Day. (ii) The Swingline Lender shall not incur any liability to the Borrower in acting upon any telephonic notice which the Swingline Lender believes in good faith to have been given by any officer authorized to act on behalf of the Borrower.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period Loans or continue Eurodollar Rate Loans or convert Eurodollar Rate Loans to Base Rate Loans or convert Base Rate Loans to Eurodollar Rate Loans on any Business DayDay (the date of any such borrowing, provided conversion or continuation, each a “Borrowing Date”) upon written notice (each a “Borrowing Notice”) to Lender no later than 11:00 am (Pittsburgh time) on the Business Day that the Borrower shall give the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M., New York City time, is at least three Business Days prior to before the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each Borrower shall give such notice in a form acceptable to Lender and each such Borrowing Notice shall specify (i) whether Borrower is requesting a Loan, a conversion of Loans from one Type to the amount to be borrowedother, or a continuation of Eurodollar Rate Loans, (ii) the requested Borrowing Datedate of the borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) whether the borrowing is principal amount of Loans to be of Eurodollar Loansborrowed, ABR Loansconverted or continued, or a combination thereof and (iv) if the borrowing is Type of Loans to be entirely borrowed or partly to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the location and number of Borrower’s account to which funds are to be disbursed. If Borrower fails to specify a Type of Loan in a Borrowing Notice or if Borrower fails to give a timely notice requesting a conversion or continuation of any Eurodollar Rate Loan, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a borrowing of, conversion to, or continuation of Eurodollar LoansRate Loans in any such Loan Notice, the respective lengths but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of the initial Interest Periods thereforone month. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR A Loan may only be made in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5US Dollars. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing such Loans available to Borrower by wire transfer of immediately available funds to the Administrative Agent for the domestic bank account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested designated by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing LenderBorrowing Notice.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business DayIn order to effect a borrowing hereunder, provided that the Borrower shall give notice to the Administrative Agent irrevocable noticeAgent, which may be given by: (A) telephone or (B) a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such Notice of Borrowing of ABR Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 1:00 P.M. New York City time, on the date of the proposed borrowing and, provided, further, that any telephonic notice shall specify must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing), specifying (i) the amount Class of Loan to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be requested Borrowing Date and (iv) in the case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under the Commitments shall be in an aggregate amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate relevant Available Revolving Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that a borrowing the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that is an are ABR Loan may be Loans in any aggregate amount that is required other amounts pursuant to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.52.5. Upon receipt of any such notice Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each relevant Lender thereof. Each relevant Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent (in the case of any Revolving Loan, based on respective Revolving Percentages of the Revolving Lenders) for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 10:00 A.M., New York City time (or 2:00 P.M., New York City timetime in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5), on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent; provided that, in the event that any Revolving Lender fails to make available to the Administrative Agent any portion of such amount prior to 10:30 A.M. New York City time (or 2:30 P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5) on the relevant Borrowing Date, the Borrower shall be deemed to have provided notice to the Swingline Lender in accordance with Section 2.5 requesting a Swingline Loan in an amount equal to the aggregate amount of any such shortfall, rounded up to the applicable whole multiple of $500,000 (but in no event exceeding, together with all outstanding Swingline Loans, the Swingline Commitment). Such borrowing (including any such Swingline Loan) will then be made available not later than 11:00 A.M., New York City time (or 3:00 P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5), to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the relevant Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. (a) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Borrowing Date) requesting that the Term Lenders make the Term Loans on the Borrowing Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Borrowing Date each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the principal amount of the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds. (b) The Borrowers may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day, provided that the Borrower shall give deliver to the Administrative Agent irrevocable notice, a Borrowing Notice (which notice Borrowing Notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (ax) 12:30 P.M.with respect to Revolving Credit Loans denominated in Dollars, 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans. Each ), and (y) in the case of Revolving Credit Loans denominated in any Alternative Currency, the applicable Specified Time for such notice shall specify Alternative Currency, in each case specifying (i) the currency, amount and Type of Revolving Credit Loans to be borrowed, (ii) the requested Borrowing Date, Date and Foreign Subsidiary Borrower (if applicable) and (iii) whether in the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly case of Eurodollar Loans, the respective lengths length of the initial Interest Periods Period therefor. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $5,000,000 1,000,000 or a whole multiple of thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $1,000,000 in excess thereof 1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof (or, with respect to borrowings denominated in an Alternative Currency, the smallest amount of such Alternative Currency that has a Dollar Equivalent in excess of $2,500,000 or a whole multiple of the smallest amount of such Alternative Currency that has a Dollar Equivalent in excess of $500,000 in excess thereof; provided that a ). With respect to borrowings denominated in an Alternative Currency, no such borrowing under shall cause the Commitments that is an ABR Loan may be in any Dollar Equivalent of the aggregate principal amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5then outstanding Revolving Credit Loans denominated in Alternative Currencies to exceed the Alternative Currency Sublimit. Upon receipt of any such notice Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower (or, if applicable, the Foreign Subsidiary Borrower identified in such Borrowing Notice) at the office of the Administrative Agent specified in Section 9.2 applicable Funding Office prior to 1:00 P.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds in Dollars or the applicable Alternative Currency, as applicable, immediately available to the Administrative Agent. Such borrowing will then be made The Administrative Agent shall make available to the Borrower by (or, if applicable, the Administrative Agent crediting the account of the Foreign Subsidiary Borrower on the books of identified in such office with Borrowing Notice) the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent. Each Revolving Credit Lender may, at its option, make any Revolving Credit Loan available to any Borrower by causing any foreign or domestic branch or Affiliate of such Revolving Credit Lender to make such Revolving Credit Loan; provided that Loans made any exercise of such option shall not affect the obligation of such Borrower to finance repay such Revolving Credit Loan in accordance with the reimbursement terms of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lenderthis Agreement.

Procedure for Borrowing. (a) The Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Working Day, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans, or on any Business Day, otherwise, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.10:00 A.M., New York City time, (i) three Business Working Days prior to the requested Borrowing Date, in if all or any part of the case of requested Revolving Credit Loans are to be initially Eurodollar Loans, or (bii) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify otherwise), specifying (iw) the amount to be borrowed, (iix) the requested Borrowing Date, (iiiy) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Alternate Base Rate Loans or a combination thereof thereof, and (ivz) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of such Type of Revolving Credit Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x1) in the case of ABR Alternate Base Rate Loans, $5,000,000 500,000 or a whole multiple of thereof (or, if the then Available Revolving Credit Commitments are less than $1,000,000 in excess thereof 500,000, such lesser amount) and (y2) in the case of Eurodollar Loans, $10,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 11.2 prior to 1:00 P.M.11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Credit Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; . (b) The Borrower may borrow under the Initial Term Loan Commitments on the Restatement Closing Date, provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 Borrower shall give the Administrative Agent irrevocable notice (which notice must be remitted received by the Administrative Agent prior to 10:00 A.M., New York City time, on the Restatement Closing Date), specifying (x) the amount to be borrowed, (y) that such Initial Term Loan shall be incurred on the Restatement Closing Date and (z) that such borrowing is to be of Alternate Base Rate Loans. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Initial Term Loan Lender thereof. Each Initial Term Loan Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 2:00 P.M., New York City time, on the Restatement Closing Date in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Initial Term Loan Lenders and in like funds as received by the Administrative Agent. (c) The Borrower may borrow under the Additional Term Loan Commitments for a particular series of Additional Term Loans on the applicable Issuing LenderAdditional Term Loan Closing Date, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, on the applicable Additional Term Loan Closing Date), specifying (x) the amount to be borrowed, (y) that such Additional Term Loan shall be incurred on the Additional Term Loan Closing Date and (z) that such borrowing is to be of Alternate Base Rate Loans. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Additional Term Loan Lender for such series of Additional Term Loans thereof. Each Additional Term Loan Lender for such series of Additional Term Loans will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 2:00 P.M., New York City time, on the applicable Additional Term Loan Closing Date in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Additional Term Loan Lenders for such series of Additional Term Loans and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under the Commitments on any Business Day during the Commitment Period on any Business DayPeriod, provided that the Borrower shall give deliver to the Administrative Agent irrevocable notice, a Borrowing Notice (which notice Borrowing Notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans). Each such notice Any Loans made on the Closing Date shall specify initially be Base Rate Loans, and no Loan may be made as, converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is the earlier of (i) 60 days after the amount to be borrowed, Closing Date and (ii) the requested Borrowing Date, (iii) whether date on which the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if Arrangers notify the borrowing is to be entirely or partly of Eurodollar Loans, Borrower that the respective lengths primary syndication of the initial Interest Periods thereforFacility is complete. Each borrowing of Loans under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $5,000,000 1,000,000 or a whole multiple in excess of $1,000,000 in excess 100,000 thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 2,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make its Commitment Percentage of the amount of its pro rata share of each borrowing of Loans available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period Revolving Loans on any Business Day, ; provided that the Borrower shall give notify the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer telephone of the Borrower and received by Borrowing (the Administrative Agent prior to “Borrowing Request”) (a) 12:30 P.M.in the case of a LIBOR Borrowing, not later than 10:00 a.m., New York City time, three (3) Business Days prior to the requested Borrowing Date, Date or (b) in the case of Eurodollar Loansan ABR Borrowing, or (b) 12:00 Noonnot later than 1:00 p.m., New York City time, time on the requested Borrowing Date, . Each telephonic Borrowing Request 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 case of ABR LoansAdministrative Agent and signed by the Borrower. Each such notice telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01: (i) the aggregate amount to be borrowed, of the requested Borrowing; (ii) the requested Borrowing Date, which shall be a Business Day; (iii) whether the borrowing Borrowing is to be of Eurodollar Loans, an ABR Loans, Borrowing or a combination thereof and LIBOR Borrowing (in each case stating the amounts requested); (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loansa LIBOR Borrowing, $5,000,000 or the initial Interest Period to be applicable thereto, which shall be a whole multiple period contemplated by the definition of $1,000,000 in excess thereof the term “Interest Period”; and (v) the location and (y) in number of the case account to which funds are to be disbursed, which shall comply with the requirements of Eurodollar LoansSection 2.10. If no election as to the Type of Borrowing is specified, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under then the Commitments that is requested Borrowing shall be an ABR Loan may Borrowing. If no Interest Period is specified with respect to any requested LIBOR Borrowing, then the Borrower shall be in any aggregate amount that is required deemed to finance the reimbursement have selected an Interest Period of all or a part of an LC Disbursement as contemplated by Section 3.5one month’s duration. Upon Promptly following receipt of any such notice from the Borrowera Borrowing Request in accordance with this Section, the Administrative Agent shall promptly notify advise each Lender thereofof the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Each Lender will make the amount of its pro rata share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office in accordance with Section 2.10. The proceeds of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the each such Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing of Revolving Loans will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office in accordance with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender2.10.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give deliver to the Administrative Agent an irrevocable notice, Requisition (which notice Requisition must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 12:00 p.m. (a) 12:30 P.M.noon), New York City time, (a) three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be initially Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify otherwise), specifying, among other things, (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing (other than Borrowings pursuant to Section 2.3(b)) shall be in an amount equal to (x) in the case of ABR Loans, at least $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof (or, if the then Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, at least $10,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice Requisition from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 2:00 P.M., New York City time, on the Borrowing Funding Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the an account of designated by the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent. (b) Notwithstanding anything in the foregoing paragraph 2.3 (a) to the contrary, on each date during the Commitment Period with respect to any Construction Period Property which is one Business Day prior to any Scheduled Interest Payment Date, unless otherwise requested by the Borrower at least three Business Days prior to such Scheduled Interest Payment Date by written notice to the Administrative Agent, the Borrower shall be deemed to have requested a Borrowing pursuant to Section 2.3(a) of ABR Loans in an amount equal to the aggregate amount of Allocated Interest on the Loans due and payable on such date with respect to the Construction Period Properties; except that, to the extent such amount of Allocated Interest would cause any Lender's aggregate Loans to exceed such Lender's Commitment, such amount shall be immediately due and payable as Supplemental Rent and shall not be included in Allocated Interest. The Funding Date with respect to any such borrowing shall be the relevant Scheduled Interest Payment Date (provided, that the making of the Loans pursuant to such borrowing shall be subject to satisfaction of the applicable conditions precedent set forth in Section 4.2) and the proceeds of such borrowing shall be CREDIT AGREEMENT applied to pay such interest. On each such Borrowing Date, the Tranche A/B Property Cost and the Tranche A/B Construction Property Cost of each Construction Period Property shall be increased by an amount equal to the Allocated Interest paid on such date with respect to such Property. (c) A portion of the principal amount of each Loan made by each Lender equal to the Aggregate Tranche A Percentage of the principal amount of such Loan shall be deemed to be a "Tranche A Loan" for the purposes of the Operative Agreements and the remaining portion of the principal amount of such Loan, if any, shall be deemed to be a "Tranche B Loan" for the purposes of the Operative Agreements, provided that payments in respect of the Loans made shall be allocated to finance reduce the reimbursement aggregate outstanding principal amount of an LC Disbursement as provided Tranche A Loans and Tranche B Loans of each Lender in the manner specified in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender2.11(a).

Procedure for Borrowing. The (a) Borrower may borrow under the Revolving Credit Commitments during (subject to the Commitment Period on any Business Day, provided that limitations in Section 2.01(a)) and Borrower and the Additional Borrower shall give may borrow under the Term Commitments by giving the Administrative Agent irrevocable noticenotice substantially in the form of Exhibit C (a “Borrowing Request”), which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 a.m., New York City time, three Business Days prior to the requested Borrowing Date, in the case of a Eurodollar LoansBorrowing, or (b) 12:00 Noon11:00 a.m., New York City time, on the Business Day prior to the requested Borrowing Date, in the case of an ABR Loans. Each Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given by 11:00 a.m., New York City time, on the date of the proposed Borrowing. The Borrowing Request for each Borrowing shall specify (i) whether the requested Borrowing is to be a Revolving Credit Borrowing or a Term Borrowing, (ii) the amount to be borrowed, (iiiii) the requested Borrowing Date (which must be the Closing Date, in the case of a Term Borrowing), (iiiiv) whether the borrowing Borrowing is to be of Eurodollar Loans or ABR Loans, (v) if the Borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths length of the initial Interest Periods Period therefor, and (vi) the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. (b) Each borrowing under the Commitments Borrowing shall be in a minimum aggregate principal amount of $1,000,000 or an amount equal to integral multiple of $500,000 in excess thereof or (x) in the case of ABR LoansRevolving Credit Borrowings), $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in if less, the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance of the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. then Available Revolving Credit Commitments. (c) Upon receipt of any such notice from the BorrowerTerm Borrowing Request, the Administrative Agent shall promptly notify each Term Lender of the aggregate amount of the Term Borrowing and of the amount of such Term Lender’s pro rata portion thereof, which shall be based on their respective Term Commitments. Each Term Lender will make the amount of its pro rata share portion of each borrowing the Term Borrowing available to the Administrative Agent for the account of the applicable Borrower at the New York office of the Administrative Agent specified in Section 9.2 9.01 prior to 1:00 P.M.10:00 a.m., New York City time, on the Closing Date in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to Borrower or the Additional Borrower, as applicable, by the Administrative Agent crediting the account of Borrower or the Additional Borrower, as applicable, on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders and in like funds as received by the Administrative Agent. (d) Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender’s pro rata portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its pro rata portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of Borrower at the New York office of the Administrative Agent specified in Section 9.01 prior to 12:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing Amounts so received by the Administrative Agent will then promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that if on the Borrowing Date of any Revolving Loans to be made to Borrower, any Swingline Loans made to Borrower or LC Disbursements for the account of Borrower shall be then outstanding, the proceeds of such Revolving Loans shall first be applied to pay in full such Swingline Loans or LC Disbursements, with any remaining proceeds to be made available to Borrower as provided above; and provided further that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 2.06(e) shall be remitted by the Administrative Agent to the applicable Issuing LenderBank.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments Dollar Loans during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.prior to 10:00 A.M., New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, Eurocurrency Loans or (b) 12:00 Noonprior to 11:00 A.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify ), specifying (i) the amount and Type of Dollar Loans to be borrowed, (ii) the requested Borrowing Date, and (iii) whether in the borrowing is to be case of Eurodollar Eurocurrency Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Any Dollar Loans made on the Closing Date shall initially be ABR Loans. Each borrowing of Dollar Loans under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 1,000,000 or a whole multiple of thereof (or, if the then aggregate Available Commitments are less than $1,000,000 in excess thereof 1,000,000, such lesser amount) and (y) in the case of Eurodollar Eurocurrency Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office Office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; . (b) The Borrower may borrow Foreign Currency Loans during the Commitment Period on any Business Day, provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 Borrower shall give the Administrative Agent irrevocable notice (which notice must be remitted received by the Administrative Agent prior to 10:00 A.M., New York City time, three Business Days prior to the applicable Issuing Lenderrequested Borrowing Date), specifying (i) the requested Borrowing Date, (ii) the respective amounts of each Foreign Currency Loan in each Foreign Currency and (iii) the respective lengths of the initial Interest Period therefor. Each Foreign Currency Loan under the Commitments shall be in an amount equal to (x) in the case of Foreign Currency Loans denominated in Sterling, (pound)7,000,000 or a whole multiple of (pound)500,000 in excess thereof, (y) in the case of Foreign Currency Loans denominated in Euros, (euro)10,000,000 or a whole multiple of (euro)1,000,000 in excess thereof, and (z) in the case of Foreign Currency Loans denominated in Yen, Y1,000,000,000 or a whole multiple of Y100,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, London time, in each case, on the Borrowing Date requested by the Borrower in funds immediately available in the relevant Foreign Currency to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such Office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent or by wire transfer of such amounts to an account designated in writing by the Borrower to the Administrative Agent in connection with the relevant borrowing.

Procedure for Borrowing. The Any Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower Company (on its behalf or such Subsidiary Borrower, as the case may be) shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 2:00 P.M., London time, (a) 12:30 P.M., New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify ), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate Available Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the applicable Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 5:00 P.M., New York City London time, on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the applicable Borrower by the Administrative Agent crediting the account of the such Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing (other than an L/C Borrowing or a Borrowing of Swing Line Loans) shall be made upon the Commitments during Company's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that Agent in the Borrower shall give the Administrative Agent irrevocable notice, form of a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 12:00 noon (aChicago time) 12:30 P.M., New York City time, (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or Offshore Rate Loans and (bii) 12:00 Noon, New York City time, on the date of the requested Borrowing Date, in the case of ABR Base Rate Loans. Each such notice shall specify , specifying: (i) the amount to of the Borrowing, which shall be borrowedin an aggregate minimum amount of $500,000, or any multiple of $100,000 in excess thereof, in the case of Base Rate Loans, and $1,000,000, or any multiple of $500,000 in excess thereof, in the case of Offshore Rate Loans; (ii) whether such Borrowing shall consist of Revolving Loans and/or Term Loans; (iii) the requested Borrowing Date, (iii) whether the borrowing is to which shall be of Eurodollar Loans, ABR Loans, or a combination thereof and Business Day; (iv) if the borrowing is Type of Loans comprising the Borrowing; and (v) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; PROVIDED, HOWEVER, that with respect to the Borrowing to be entirely or partly of Eurodollar Loansmade on the Special Funding Date, the respective lengths Notice of Borrowing shall be delivered to the initial Agent not later than 10:00 a.m. (Chicago time) on the Special Funding Date and such Borrowing will consist of Base Rate Loans only; and PROVIDED FURTHER, all Borrowings during the first 90 days following the Special Funding Date (or such shorter period as determined by the Agent) shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to no longer than one month. (xb) in the case The Agent will promptly notify each Bank of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon its receipt of any Notice of Borrowing and of the amount of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City Agent's Payment Office by 2:00 p.m. (Chicago time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at such office by crediting the account of the Borrower Company on the books of such office BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof Banks and in like funds as received by the Administrative Agent; provided that Loans made . (d) After giving effect to finance any Borrowing, unless the reimbursement of an LC Disbursement as provided Agent shall otherwise consent, there may not be more than five different Interest Periods in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lendereffect.

Procedure for Borrowing. The Borrower may borrow Revolving Loans under the Revolving Credit Commitments during the Commitment Period on any Business Day, ; provided that the Borrower shall give the Administrative Agent irrevocable written notice, in substantially the form of Exhibit I (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 a.m., New York City time, (a) three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Revolving Loans are to be initially Eurodollar Loans, Loans or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in if all of the case of requested Loans are to be initially ABR Loans. Each such notice shall specify ), in each case specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods thereforfor such Eurodollar Loans. Each borrowing under the Commitments of ABR Loans (other than Swingline Loans) shall be in an amount equal to (x) $1,000,000 or a higher integral multiple of $100,000, and each borrowing of Eurodollar Loans shall be in the case of ABR Loans, an amount equal to $5,000,000 or a whole higher integral multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.51,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender will make the amount of its pro rata share Commitment Percentage of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Agent’s Office prior to 1:00 P.M.p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Credit Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans . The failure of any Revolving Credit Lender to make a Revolving Loan to be made by it as part of any borrowing shall not relieve any other Revolving Credit Lender of its obligation to finance the reimbursement make available its share of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lendersuch borrowing.

Procedure for Borrowing. (a) The Borrower may borrow under the Revolving Credit Commitments during (subject to the Commitment Period on any Business Day, provided that limitations in Section 2.01(a)) and the Borrower shall give may borrow the Term B-1 Commitments by giving the Administrative Agent irrevocable noticenotice substantially in the form of Exhibit B (a “Borrowing Request”), which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 a.m., New York City time, three Business Days prior to the requested Borrowing Date, in the case of a Eurodollar LoansBorrowing, or (b) 12:00 Noon11:00 a.m., New York City time, on the Business Day prior to the requested Borrowing Date, in the case of an ABR LoansBorrowing. Each such notice The Borrowing Request from the Borrower for each Borrowing shall specify (i) whether the requested Borrowing is to be a Revolving Credit Borrowing or a Term B-1 Borrowing, (ii) the amount to be borrowed, (iiiii) the requested Borrowing Date (which must be the Amendment Effective Date, in the case of a Term B-1 Borrowing), (iiiiv) whether the borrowing Borrowing is to be of Eurodollar Loans or ABR Loans, (v) if the Borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths length of the initial Interest Periods Period therefor, and (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Notwithstanding the foregoing, all Borrowings on the Original Effective Date shall be ABR Loans. (b) Each borrowing under the Commitments Borrowing shall be in an a minimum aggregate principal amount equal to of (xi) in the case of ABR Loansa Term B-1 Borrowing, $5,000,000 5.0 million or a whole an integral multiple of $1,000,000 1.0 million in excess thereof and or (yii) in the case of Eurodollar Loansa Revolving Credit Borrowing, $10,000,000 1.0 million or a whole an integral multiple of $1,000,000 1.0 million in excess thereof; provided that a borrowing under thereof or, if less, the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance of the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. then Available Revolving Credit Commitments. (c) Upon receipt of any such notice from the BorrowerTerm B-1 Borrowing Request, the Administrative Agent shall promptly notify each Term B-1 Lender of the aggregate amount of the Term B-1 Borrowing and of the amount of such Term B-1 Lender’s pro rata portion thereof, which shall be based on their respective Term B-1 Commitments. Each Term B-1 Lender will make the amount of its pro rata share portion of each borrowing the Term B-1 Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 9.2 10.01 prior to 1:00 P.M.10:00 a.m., New York City time, on the Borrowing Original Effective Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing Amounts so received by the Administrative Agent will then promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term B-1 Lenders and in like funds as received by the Administrative Agent. (d) Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly upon receipt thereof notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender’s pro rata portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its pro rata portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 10.01 prior to 12:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent; provided that if on the Borrowing Date of any Revolving Loans to be made to the Borrower, any Swingline Loans made to the Borrower or LC Disbursements for the account of the Borrower shall be then outstanding, the proceeds of such Revolving Loans shall first be applied to pay in full such Swingline Loans or LC Disbursements, with any remaining proceeds to be made available to the Borrower as provided above; and provided further that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 2.06(e) shall be remitted by the Administrative Agent to the applicable Issuing LenderBank.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business DayIn order to effect a borrowing hereunder, provided that the Borrower shall give notice to the Administrative Agent irrevocable noticeAgent, which may be given by: (A) telephone or (B) a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar LoansLoans (or, in the case of Term A-1 Loans and Revolving Loans on the Amendment No. 2 Effective Date, one Business Day), or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such Notice of Borrowing of ABR Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 1:00 P.M. New York City time, on the date of the proposed borrowing and, provided, further, that any telephonic notice shall specify must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing), specifying (i) the amount Class of Loan to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be requested Borrowing Date and (iv) in the case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under (other than a borrowing of Term A-1 Loans on the Commitments Amendment No. 2 Effective Date) shall be in an aggregate amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate relevant Available Revolving Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that a borrowing the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that is an are ABR Loan may be Loans in any aggregate amount that is required other amounts pursuant to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.52.5. Upon receipt of any such notice Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each relevant Lender thereof. Each relevant Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent (in the case of any Revolving Loan, based on respective Revolving Percentages of the Revolving Lenders) for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 10:00 A.M., New York City time (or 2:00 P.M., New York City timetime in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5), on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent; provided that, in the event that any Revolving Lender fails to make available to the Administrative Agent any portion of such amount prior to 10:30 A.M. New York City time (or 2:30 P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5) on the relevant Borrowing Date, the Borrower shall be deemed to have provided notice to the Swingline Lender in accordance with Section 2.5 requesting a Swingline Loan in an amount equal to the aggregate amount of any such shortfall, rounded up to the applicable whole multiple of $500,000 (but in no event exceeding, together with all outstanding Swingline Loans, the Swingline Commitment). Such borrowing (including any such Swingline Loan) will then be made available not later than 11:00 A.M., New York City time (or 3:00 P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5), to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the relevant Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Company’s irrevocable written notice delivered to the Administrative Agent irrevocable notice, in the form of a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 11:00 a.m. (a) 12:30 P.M., New York City time, ) (i) three Business Days prior to the requested date of a proposed Borrowing Date, in the case comprised of Eurodollar LIBOR Loans, or and (bii) 12:00 Noon, New York City time, on the requested date of a proposed Borrowing Datecomprised of Base Rate Loans), in the case of ABR Loans. Each such notice shall specify specifying: (i) the amount to be borrowed, (ii) the requested Borrowing Date, which shall be a Business Day; (iiiii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths aggregate amount of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to Borrowing, which (xA) in the case of ABR Loans, $5,000,000 or a whole multiple the Borrowing of $1,000,000 in excess thereof Term Loans shall not exceed the aggregate Term Commitments and (yB) in the case of Eurodollar any Borrowing of Revolving Loans, $10,000,000 (x) shall not exceed the unused portion of the aggregate Revolving Commitments and (y) shall be in a minimum principal amount of US$5,000,000 or a whole an integral multiple of $US$1,000,000 in excess thereof; provided that a borrowing under and (iii) in the Commitments that is an ABR Loan may case of any Borrowing comprised of LIBOR Loans, the duration of the initial Interest Period applicable to such Loans. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing, such Interest Period shall, subject to clauses (c) and (d) of the definition of “Interest Period,” be in any aggregate amount that is required to finance the reimbursement three months. (b) The Administrative Agent will promptly notify each Bank of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon its receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make Notice of Borrowing and of the amount of its pro rata share such Bank’s Pro Rata Share of such Borrowing. (c) Each Bank will make each borrowing available Loan to be made by it hereunder on any Borrowing Date to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior Company by, with respect to 1:00 P.M.LIBOR Loans, 11:00 a.m. (New York City time) or, on with respect to Base Rate Loans, 1:00 p.m. (New York City time) by wire transfer of immediately available funds to the Borrowing Date requested account held by the Borrower in funds immediately available Administrative Agent for such purposes most recently designated by it by notice to the Administrative AgentBanks. Such borrowing The proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available Agent, pursuant to the Administrative Agent by the Lenders promptly upon receipt thereof and Section 6.06, in like funds as received by the Administrative Agent, by wire transfer in accordance with the Notice of Borrowing. (i) The Company may request more than one Borrowing per day; provided that provided, however, all Loans made to finance comprising one Borrowing shall have the reimbursement of an LC Disbursement as provided in Section 3.5 same Interest Period. (ii) All Term Loans shall be remitted by of the Administrative Agent same type and have the same Interest Period. (e) After giving effect to the applicable Issuing Lenderany Borrowing of Revolving Loans, there may not be more than ten Interest Periods in effect with respect to Revolving Loans that are LIBOR Loans.

Procedure for Borrowing. The Subject to Section 5.3, the Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify ), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of at least $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of at least $1,000,000 in excess thereof; provided that a borrowing under (or, if the then aggregate Available Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5are less than $1,000,000, such lesser amount). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 P.M.11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Borrower’s irrevocable written notice delivered to the Administrative Agent irrevocable notice, in the form of a Notice of Borrowing in the form of Exhibit A hereto (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent (i) prior to noon (a) 12:30 P.M., New York City time, ) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar LoansEurocurrency Rate Loans denominated in Dollars, or (bii) 12:00 Noon, prior to noon (New York City time, on ) four Business Days prior to the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowedEurocurrency Rate Loans denominated in an Alternative Currency, (iiiii) prior to noon (New York City time) on the Business Day of the requested Borrowing Date, (iii) whether in the borrowing is to be case of Eurodollar Base Rate Loans, ABR Loans, or a combination thereof and (iv) prior to noon (New York City time) two Business Days prior to the requested Borrowing Date, in the case of a Special Euro Base Rate Borrowing (as defined in subsection (e) below), specifying: (A) the amount and, if the borrowing is to be entirely or partly of Eurodollar Loansan Alternative Currency Loan, the respective lengths currency of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole any multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Eurocurrency Rate Loans, and in an aggregate minimum amount of $10,000,000 1,000,000 or a whole any multiple of $1,000,000 100,000 in excess thereofthereof in the case of Base Rate Loans; provided that (B) the requested Borrowing Date, which shall be a borrowing under Business Day; (C) the Commitments that is an ABR Loan may Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurocurrency Rate Loans, such Interest Period shall be three months. If the Borrower fails to specify a currency in any aggregate amount that is required to finance a Notice of Borrowing requesting a Borrowing, then the reimbursement Loans so requested shall be made in Dollars. (b) The Administrative Agent will promptly notify each Bank of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon its receipt of any Notice of Borrowing and of the amount of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Bank’s Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., Agent’s Payment Office by 2:00 p.m. (New York City time, ) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders promptly upon receipt thereof and in Borrower of like funds as received by the Administrative Agent; provided that Loans made . (d) After giving effect to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than eight different Interest Periods in effect. (e) The Borrower may request a Special Euro Base Rate Borrowing pursuant to Section 2.03(a)(iv). A “Special Euro Base Rate Borrowing” is a Borrowing of Base Rate Loans in Dollars, the applicable Issuing Lenderproceeds of which, net of commissions and fees, are used by Administrative Agent, on terms and conditions agreed upon by Administrative Agent and the Borrower, to purchase Euros for the account of the Borrower for delivery at an account specified by the Borrower in London on the requested Borrowing Date. Each Bank shall make available its Pro Rata Share of any Special Euro Base Rate Borrowing in immediately available funds in Dollars pursuant to subsection (c) above. For all purposes of this Agreement, a Special Euro Base Rate Borrowing shall be deemed a Borrowing of Base Rate Loans and shall be repaid by the Borrower in Dollars.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 A.M., New York City time, three Business Days prior to the requested Borrowing Date, in if all or any part of the case of requested Loans are to be initially Eurodollar Loans, or (b) 12:00 Noon11:00 A.M., New York City time, on the requested Borrowing Date, Date in the case of ABR Loans. Each such notice shall specify a Base Rate Loan), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Base Rate Loans, $5,000,000 2,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if the then Available Commitments are less than $2,000,000, such lesser amount), and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan Borrower may be nevertheless borrow amounts below such minimum amounts in clauses (x) or (y) above solely for the purpose of (i) repaying Loans owing to any aggregate amount that is required Nonconsenting Lenders on the Termination Date and (ii) permitting the addition of any New Lender or increasing the Commitment of any existing Lender pursuant to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5subsection 2.1(a)(i). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 subsection 10.2 prior to 1:00 11:00 A.M., New York City time (in the case of Eurodollar Loans) or 2:30 P.M., New York City timetime (in the case of Base Rate Loans), on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting in accordance with the account of the Borrower on the books of such office Borrower's payment instructions with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted . All notices given by the Administrative Agent to the applicable Issuing LenderBorrower under this subsection 2.2 may be made by telephonic notice promptly confirmed in writing.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 A.M., New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Term Benchmark Loans, or (b) 12:00 Noon1:00 P.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Term Benchmark Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Term Benchmark Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Term Benchmark Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 3:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may (a) In order to borrow under the Revolving Credit Commitments during or the Commitment Period on any Business DayTerm Commitments, provided that the Borrower shall must give the Administrative Agent irrevocable noticenotice substantially in the form of Exhibit B (a “Borrowing Request”), which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 a.m., New York City time, three Business Days prior to the requested Borrowing Date, in the case of a Eurodollar Loans, Borrowing or (b) 12:00 Noon11:00 a.m., New York City time, on the Business Day prior to the requested Borrowing Date, in the case of an ABR LoansBorrowing. Each such notice The Borrowing Request for each Borrowing shall specify (i) whether the requested Borrowing is to be a Revolving Credit Borrowing or a Term Borrowing, (ii) the amount to be borrowed, (iiiii) the requested Borrowing Date (which must be the Closing Date, in the case of a Term Borrowing), (iiiiv) whether the borrowing Borrowing is to be of Eurodollar Loans or ABR Loans, (v) if the Borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths length of the initial Interest Periods Period therefor, and (vi) the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. (b) Each borrowing under the Commitments Borrowing shall be in an a minimum aggregate principal amount equal to of (xi) in the case of ABR Loansa Term Borrowing, $5,000,000 5.0 million or a whole an integral multiple of $1,000,000 1.0 million in excess thereof and thereof, or (yii) in the case of Eurodollar Loansa Revolving Credit Borrowing, $10,000,000 1.0 million or a whole an integral multiple of $1,000,000 1.0 million in excess thereof; provided that a borrowing under thereof or, if less, the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance of the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. then Available Revolving Credit Commitments. (c) Upon receipt of any such notice from the BorrowerTerm Borrowing Request, the Administrative Agent shall promptly notify each Term Lender thereofof the aggregate amount of the Term Borrowing. Each Term Lender will make the amount of its pro rata share of each borrowing Term Commitment available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 9.01 prior to 1:00 P.M.10:00 a.m., New York City time, on the Borrowing Closing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing Amounts so received by the Administrative Agent will then promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders and in like funds as received by the Administrative Agent. (d) Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly upon receipt thereof notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender’s pro rata portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its pro rata portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of Borrower at the office of the Administrative Agent specified in Section 9.01 prior to 12:00 noon, New York City time, on the Borrowing Date requested by Borrower in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to Borrower by the Administrative Agent crediting the account of Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent; provided, however, that if on the Borrowing Date of any Revolving Loans to be made to Borrower, any Swingline Loans made to Borrower or any Revolving LC Disbursements shall be then outstanding, the proceeds of such Revolving Loans shall first be applied to pay in full such Swingline Loans or Revolving LC Disbursements, with any remaining proceeds to be made available to Borrower as provided above; and provided, further, that ABR Revolving Loans made to finance the reimbursement of an a Revolving LC Disbursement as provided in Section 3.5 2.06(e) shall be remitted by the Administrative Agent to the applicable Issuing LenderBank.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period Loans on any Business Day, ; provided that the Borrower shall give notify the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer telephone of the Borrower and received by Borrowing (the Administrative Agent prior to (a“Borrowing Request”) 12:30 P.M.not later than 10:00 a.m., New York City time, time (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or and (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Alternate Base Rate Loans. Each telephonic Borrowing Request 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 the Borrower. Each such notice telephonic and written Borrowing Request shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing Borrowing is to be consist of Eurodollar Loans, ABR Alternate Base Rate Loans, or a combination thereof (in each case stating the amounts and currency requested), (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, the length of the Interest Period(s) therefor, and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.12. Each Borrowing shall be in an aggregate principal amount not less than the lesser of (i) $10,000,000 or a whole multiple of $1,000,000 5,000,000 in excess thereof; provided that a borrowing under , and (ii) the then unused Commitments that is an ABR Loan may be in any aggregate amount that is required available to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5Borrower. Upon receipt of any such notice from the Borrowernotice, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office in accordance with Section 2.12. The proceeds of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the each such Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing of Revolving Loans will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office in accordance with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender2.12.

Procedure for Borrowing. (a) The Loans may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Agent in accordance with subsections 2.2(b) and 2.7, PROVIDED that no Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Termination Date. (b) The Borrower may borrow under the Commitments during the Commitment Period on any Working Day, if all or any part of such Loans are to be initially Eurodollar Loans, or on a Business Day, provided if all of such Loans are to be initially Base Rate Loans, PROVIDED that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 10:00 A.M., Los Angeles time, (a) 12:30 P.M., New York City time, three Business Days prior to the Closing Date, if all or any part of the requested Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, in the case of Eurodollar Loansotherwise), or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Base Rate Loans, or a combination thereof and (ivii) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each the borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section subsection 9.2 prior to 1:00 P.M.11:00 A.M., New York City time, on the Borrowing Closing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business DayIn order to effect a borrowing hereunder, provided that the Borrower shall give the Administrative Agent irrevocable notice, a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar LoansLoans (or, in the case of Term A-1 Loans and Revolving Loans on the Amendment No. 2 Effective Date, one Business Day), or (b) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Loans. Each ) (provided that any such notice shall specify Notice of Borrowing of ABR Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than 1:00 P.M. New York City time, on the date of the proposed borrowing), specifying (i) the amount Class of Loan to be borrowed, (ii) the requested Borrowing Dateamount and Type of Loans to be borrowed, (iii) whether the borrowing is to be requested Borrowing Date and (iv) in the case of Eurodollar Loans, ABR Loans, or a combination thereof the respective amounts of each such Type of Loan and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods Period therefor. Each borrowing under (other than a borrowing of Term A-1 Loans on the Commitments Amendment No. 2 Effective Date) shall be in an aggregate amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then aggregate relevant Available Revolving Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided provided, that a borrowing the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that is an are ABR Loan may be Loans in any aggregate amount that is required other amounts pursuant to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.52.5. Upon receipt of any such notice Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each relevant Lender thereof. Each relevant Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent (in the case of any Revolving Loan, based on respective Revolving Percentages of the Revolving Lenders) for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 Funding Office prior to 1:00 10:00 A.M., New York City time (or 2:00 P.M., New York City timetime in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5), on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent; provided that, in the event that any Revolving Lender fails to make available to the Administrative Agent any portion of such amount prior to 10:30 A.M. New York City time (or 2:30 P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5) on the relevant Borrowing Date, the Borrower shall be deemed to have provided notice to the Swingline Lender in accordance with Section 2.5 requesting a Swingline Loan in an amount equal to the aggregate amount of any such shortfall, rounded up to the applicable whole multiple of $500,000 (but in no event exceeding, together with all outstanding Swingline Loans, the Swingline Commitment). Such borrowing (including any such Swingline Loan) will then be made available not later than 11:00 A.M., New York City time (or 3:00 P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments required by Section 3.5), to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the relevant Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments during the Revolving Credit Commitment Period on any Business DayDay during the Revolving Credit Commitment Period, provided that the Borrower shall give have delivered a Borrowing Request, together with a current Borrowing Base Certificate, to the Administrative Agent irrevocable noticeBank, which notice must shall be executed sent by telecopy (confirmed promptly, and in any event within five Business Days, by the delivery to the Bank of a Responsible Officer manually signed counterpart), no later than: 11:00 a.m. of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M., New York City time, three third Business Days Day prior to the requested Borrowing Date, in the case of Eurodollar LoansLIBOR Advances, or (b) 12:00 Noon, New York City time, and 11:00 a.m. on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify Advances, specifying (iA) the aggregate principal amount to be borrowed, (iiB) the requested Borrowing Date, (iiiC) whether the such borrowing is to be consist of Eurodollar Loansone or more LIBOR Advances, an ABR LoansAdvance, or a combination thereof and (ivD) if the borrowing is to be entirely consist of one or partly of Eurodollar Loansmore LIBOR Advances, the respective lengths length of the initial Interest Periods thereforPeriod for each such LIBOR Advance. Each borrowing under (i) LIBOR Advance made on each Borrowing Date, when aggregated with all amounts to be converted to a LIBOR Advance on such date and having the Commitments same Interest Period as the LIBOR Advance to be made, shall be in an amount equal to (x) in the case of ABR Loans, no less than $5,000,000 500,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; provided that a borrowing under the Commitments that is , and (ii) ABR Advance made on each Borrowing Date shall equal no less than $100,000 or an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrowerintegral multiple thereof (or, if less, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available Available Revolving Credit Commitment on such date). (b) Subject to the Administrative Agent for satisfaction of the account terms and conditions of this Agreement, as determined by the Bank, the requested Loans shall be made available by the Bank on the requested Borrowing Date to the Borrower at the office of the Administrative Agent Bank specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested 10.2 by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate amount of such requested Loans. (c) If the Bank makes a new Loan on a Borrowing Date on which the Borrower is to repay a Loan, the Bank shall apply the proceeds of the amounts new Loan to make such repayment, and only the excess of the proceeds of the new Loan over the Loan being repaid need be made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing LenderBorrower.

Procedure for Borrowing. (a) The Borrower may borrow under the Revolving Credit Commitments during (subject to the Commitment Period on any Business Day, provided that limitations in Section 2.01(a)) or the Borrower shall give Term B Commitments by giving the Administrative Agent irrevocable noticenotice substantially in the form of Exhibit B (a "Borrowing Request"), which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 a.m., New York City time, three Business Days prior to the requested Borrowing Date, in the case of a Eurodollar LoansBorrowing, or (b) 12:00 Noon11:00 a.m., New York City time, on the Business Day prior to the requested Borrowing Date, in the case of an ABR LoansBorrowing. Each such notice The Borrowing Request for each Borrowing shall specify (i) whether the requested Borrowing is to be a Revolving Credit Borrowing or a Term B Borrowing, (ii) the amount to be borrowed, (iiiii) the requested Borrowing Date (which must be the Effective Date, in the case of a Term B Borrowing), (iiiiv) whether the borrowing Borrowing is to be of Eurodollar Loans or ABR Loans, (v) if the Borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths length of the initial Interest Periods Period therefor, and (vi) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. (b) Each borrowing under the Commitments Borrowing shall be in an a minimum aggregate principal amount equal to of (xi) in the case of ABR Loansa Term B Borrowing, $5,000,000 5.0 million or a whole an integral multiple of $1,000,000 1.0 million in excess thereof and or (yii) in the case of Eurodollar Loansa Revolving Credit Borrowing, $10,000,000 1.0 million or a whole an integral multiple of $1,000,000 1.0 million in excess thereof; provided that a borrowing under thereof or, if less, the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance of the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. then Available Revolving Credit Commitments. (c) Upon receipt of any such notice from the BorrowerTerm B Borrowing Request, the Administrative Agent shall promptly notify each Term B Lender of the aggregate amount of the Term B Borrowing and of the amount of such Term B Lender's pro rata portion thereof, which shall be based on their respective Term B Commitments. Each Term B Lender will make the amount of its pro rata share portion of each borrowing the Term B Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 9.2 10.01 prior to 1:00 P.M.10:00 a.m., New York City time, on the Borrowing Effective Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing Amounts so received by the Administrative Agent will then promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent. (d) Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly upon receipt thereof notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender's pro rata portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its pro rata portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 10.01 prior to 12:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent; provided that if on the Borrowing Date of any Revolving Loans to be made to the Borrower, any Swingline Loans made to the Borrower or LC Disbursements for the account of the Borrower shall be then outstanding, the proceeds of such Revolving Loans shall first be applied to pay in full such Swingline Loans or LC Disbursements, with any remaining proceeds to be made available to the Borrower as provided above; and provided, further, that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 2.06(e) shall be remitted by the Administrative Agent to the applicable Issuing LenderBank.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Borrower's telephonic notice followed by irrevocable written notice delivered to the Administrative Agent irrevocable notice, in the form of a Notice of Borrowing (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 10:00 a.m. (a) 12:30 P.M., New York City time, )) (x) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or ; and (by) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, in the case of ABR Base Rate Loans. Each such notice shall specify , specifying: (i) the amount to of the Borrowing, which shall be borrowed, in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; (ii) the requested Borrowing Date, which shall be a Business Day; (iii) whether the borrowing is to be Type of Eurodollar Loans, ABR Loans, or a combination thereof and Loans comprising the Borrowing; and (iv) if the borrowing is duration of the Interest Period applicable to be entirely or partly any Offshore Loans included in such notice. If the Notice of Eurodollar Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, the respective lengths of the initial such Interest Periods therefor. Each borrowing under the Commitments Period shall be in an amount equal to three months. (xb) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the The Administrative Agent shall will promptly notify each Lender thereof. of its receipt of any Notice of Borrowing and of the amount of such Lender's Applicable Percentage of such Borrowing. (c) Each Lender will make the amount of its pro rata share Applicable Percentage of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., Agent's Payment Office by 11:00 a.m. (New York City time, ) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders promptly upon receipt thereof and in Borrower of like funds as received by the Administrative Agent; provided that Loans made . (d) After giving effect to finance the reimbursement of an LC Disbursement as provided any Borrowing, there may not be more than eight (8) different Interest Periods in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lendereffect.

Procedure for Borrowing. The Whenever Borrower may borrow desires an Advance under the Commitments during the Commitment Period on any Business DayCommitment, provided that the Borrower it shall give Agent telegraphic, telex, facsimile or telephonic notice (“Notice of Borrowing”) of such requested Advance, which in the Administrative Agent irrevocable case of telephonic notice, which notice must shall be executed promptly confirmed in writing. Each Notice of Borrowing shall be in the form of Exhibit “A” attached hereto and shall be received by a Responsible Officer Agent not later than 11:00 a.m. Fort Worth, Texas time, on (i) the Borrowing Date in the case of the Borrower and received by the Administrative Agent prior to Base Rate Loan, or (aii) 12:30 P.M., New York City time, three Business Days prior to the requested any proposed Borrowing Date, Date in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice Notice of Borrowing shall specify (i) the Borrowing Date (which shall be a Business Day), (ii) the principal amount to be borrowed, (iiiii) the requested Borrowing Date, (iii) whether portion of the borrowing is to be of Advance constituting Base Rate Loans and/or Eurodollar Loans, ABR Loans, or a combination thereof Loans and (iv) if any portion of the borrowing proposed Advance is to be entirely or partly of constitute Eurodollar Loans, the respective lengths of the initial Interest Periods thereforPeriod selected by Borrower pursuant to Section 4 hereof to be applicable thereto. Each borrowing under the Commitments Upon receipt of such Notice, Agent shall be in an amount equal advise each Lender thereof; provided, that if Lenders have received at least one (1) day’s notice of such Advance prior to funding of a Base Rate Loan, or at least three (x3) days’ notice of each Advance prior to funding in the case of ABR Loansa Eurodollar Loan, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of shall provide Agent at its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower office at the office of the Administrative Agent specified in Section 9.2 prior to 7▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, not later than 1:00 P.M.p.m., New York City Fort Worth, Texas time, on the Borrowing Date Date, in immediately available funds, its Pro Rata share of the requested Advance, but the aggregate of all such fundings by each Lender shall never exceed such Lender’s Commitment. Not later than 2:00 p.m., Fort Worth, Texas time, on the Borrowing Date, Agent shall make available to Borrower at the same office, in like funds, the aggregate amount of such requested Advance. Neither Agent nor any Lender shall incur any liability to Borrower in acting upon any Notice of Borrowing referred to above which Agent or such Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Borrower or for otherwise acting in good faith under this Section 2(b). Upon funding of Advances by Lenders and such funds immediately available to the Administrative Agent. Such borrowing will then be being made available to the Borrower by the Administrative Agent crediting the account of the in accordance with this Agreement, pursuant to any such Notice, Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lenderhave effected Advances hereunder.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon a Borrower's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Commitments during Agent in the Commitment Period on any Business Day, provided that form of a loan request ("Loan Request") substantially in the Borrower shall give the Administrative Agent irrevocable notice, form of Exhibit 2.3 hereto (which notice must be executed by received on a Responsible Officer of the Borrower and received Business Day by the Administrative Agent prior to 12:00 noon (aEastern time)) (i) 12:30 P.M., New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Offshore Rate Loans, or and (bii) 12:00 Noon, New York City time, on the requested Borrowing DateDate for which a Loan is requested, in the case of ABR Federal Funds Rate Loans. Each such notice shall specify , specifying: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; provided and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In the event that a borrowing under more than one Loan Request is delivered on any Business Day, the Commitments Agent shall, for purposes of ensuring that is an ABR the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan may be Requests will not exceed the Commitment Amount, process the Loan Requests in any aggregate amount that is required to finance the reimbursement order of all or a part receipt. (b) The Agent will promptly notify each Bank of an LC Disbursement as contemplated by Section 3.5. Upon its receipt of any Loan Request and of the amount of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City Agent's Payment Office by 2:00 p.m. (Eastern time, ) on the Borrowing Date requested by the a Borrower in funds immediately available to the Administrative AgentAgent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. Such borrowing The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders promptly upon receipt thereof and Borrower in like funds as received by the Administrative Agent; provided that Loans made . No Bank's obligation to finance the reimbursement of an LC Disbursement as provided in Section 3.5 make any Loan shall be remitted affected by the Administrative Agent any other Bank's failure to the applicable Issuing Lendermake any Loan. (d) After giving effect to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect to each Borrower.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments during the Commitment Period on any Business DayDay that an Advance may be requested pursuant to the terms of Section 5.2 of the Participation Agreement, provided provided, that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 a.m., New York City Dallas, Texas time, at least three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify Date specifying (i) the amount to be borrowedborrowed (which on any date shall not be in excess of the then Available Commitments), (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and thereof, (iv) if the borrowing is to be entirely or partly a combination of Eurodollar Loans and ABR Loans, the respective lengths amounts of each Type of Loan and (v) the Interest Period applicable to each Eurodollar Loan. Pursuant to the terms of the initial Interest Periods therefor. Each borrowing under Participation Agreement, the Commitments Borrower shall be in an amount equal deemed to (x) in have delivered such notice upon the case delivery of ABR Loans, $5,000,000 a Requisition by the Construction Agent or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is Lessee containing such required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5information. Upon receipt of any such notice from the BorrowerRequisition, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M.p.m., New York City Dallas, Texas time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting an account or accounts designated, subject to Section 9.1 of the account of Participation Agreement, by the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made . (b) Interest accruing on each Loan during the Construction Period with respect to finance any Property shall, subject to the reimbursement of an LC Disbursement as provided limitations set forth in Section 3.5 5.1(b) of the Participation Agreement be added to the principal amount of such Loan on the relevant Scheduled Interest Payment Date. On each such Scheduled Interest Payment Date, the Loan Property Cost and Construction Loan Property Cost shall be remitted increased by the Administrative Agent amount of interest added to the applicable Issuing LenderLoans.

Procedure for Borrowing. The (a) Borrower may borrow under the Commitments (subject to the limitations on the availability of Eurodollar Rate Loans), during the Commitment Period on any Business DayPeriod, provided that the Borrower shall give Agent written (which may be by electronic mail) notice (the Administrative Agent irrevocable notice"Notice of Borrowing"), which notice Notice of Borrowing must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent (i) prior to 12:00 noon, at least three (a3) 12:30 P.M., New York City time, three Business Days prior to the requested Borrowing Date, in Date for that part of the case of requested borrowing that is to be Eurodollar Rate Loans, or (bii) 12:00 Noon, New York City timeprior to 11:00 a.m., on or before the requested Borrowing DateDate for that part of the requested borrowing that is to be ABR Loans which Notice of Borrowing, in the case of ABR LoansLoan(s), shall be irrevocable. Each such notice Notice of Borrowing shall specify (iA) the Borrowing Date (which shall be a Business Day), (B) the amount to be borrowedof the requested borrowing, (ii) the requested Borrowing Date, (iiiC) whether the borrowing is to be of Eurodollar Rate Loans, ABR Loans, Loans or a combination thereof and (ivD) if the borrowing is to be entirely or partly of Eurodollar Rate Loans, the amount of each ABR Loan, if any, and the respective amounts of each such Eurodollar Rate Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under pursuant to the Commitments shall be in an the principal amount equal to (x1) in the case of ABR Loans, of $5,000,000 1,000,000 or a whole any larger amount which is an even multiple of $1,000,000 in excess thereof 100,000, and (y2) in the case of Eurodollar Rate Loans, of $10,000,000 or a whole any larger amount which is an even multiple of $1,000,000 1,000,000. (b) After the Borrower gives Notice of Borrowing with respect to Eurodollar Rate Loans, Agent, by 10:00 a.m., two Business Days prior to the requested Borrowing Date, shall advise the Borrower of the applicable interest rate(s) (which is the sum of the applicable Eurodollar Rate(s) and the Applicable Eurodollar Margin) for the Eurodollar Rate Loan(s) and Interest Period(s) requested in excess thereof; provided that the Notice of Borrowing. Not more than two hours thereafter, the Borrower shall give Agent written irrevocable confirmation of whether or not the Borrower selects Eurodollar Rate Loan(s) on such Borrowing Date and, if so, the amount(s) and Interest Period(s) of such Eurodollar Rate Loan(s). If the Borrower's written confirmation is timely made, the Borrower shall be deemed to be requesting borrowing(s) of Eurodollar Rate Loan(s) in the amount(s) and for the Interest Period(s) stated in the confirmation. If the Borrower's confirmation is not timely made, the Borrower shall be deemed to have requested a borrowing under the Commitments that is entirely as an ABR Loan may be in any the aggregate amount that is required and on the Borrowing Date specified in the Notice of Borrowing (c) By 1:00 p.m., (i) with respect to finance any ABR Loan, on the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of requested Borrowing Date and (ii) with respect to any such notice from Eurodollar Rate Loan, two Business Days prior to the Borrowerrequested Borrowing Date, the Administrative Agent shall promptly notify give notice by facsimile to each Lender thereof. Each Lender will make of such request, specifying (A) the Borrowing Date (which shall be a Business Day), (B) the amount of its pro rata share the requested borrowing, (C) whether the borrowing is to be of Eurodollar Rate Loans, ABR Loans or a combination thereof, and (D) if the borrowing is to be entirely or partly of Eurodollar Rate Loans, the amount of each borrowing available ABR Loan, if any, and the respective amounts of each such Eurodollar Rate Loan, the applicable Eurodollar Rate for each such Eurodollar Rate Loan and the respective lengths of the initial Interest Periods therefor. Subject to satisfaction of the Administrative terms and conditions of this Agreement, each Lender shall deposit funds with Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, by 3:00 p.m. on the Borrowing Date requested by the Borrower in funds wire transfer or other immediately available funds equal to its Ratable Share of the Administrative AgentRevolving Credit Loans to be made on the Borrowing Date. Such borrowing The Loan(s) will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof Lenders, and in like funds as received by Agent. (d) Each Lender may book its Loans and its participations in Facility L/Cs at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Administrative Agent; provided that Loans made to finance and the reimbursement of an LC Disbursement as provided in Section 3.5 Notes issued hereunder shall be remitted deemed held by each Lender for the Administrative Agent benefit of any such Lending Installation. Each Lender and LC Issuer may, by written notice to the Agent and Borrower in accordance with subsection 11.2 hereof, designate replacement or additional Lending Installations through which Loans will be made by it or Facility L/Cs will be issued by it and for whose account Loan payments or a payment with respect to Facility L/Cs are to be made. (e) Each ABR Loan shall continue as an ABR Loan unless and until such ABR Loan is converted into a Eurodollar Rate Loan pursuant to subsection 3.1 or is repaid in accordance with subsection 2.11. Each Eurodollar Rate Loan shall continue as a Eurodollar Rate Loan until the end of the then applicable Issuing LenderInterest Period therefor, at which time such Eurodollar Rate Loan shall be automatically converted into an ABR Loan unless (x) such Eurodollar Loan is or was repaid in accordance with subsection 2.11 or (y) such Eurodollar Rate Loan is continued as a Eurodollar Rate Loan in accordance with subsection 3.1.

Procedure for Borrowing. The Borrower may borrow under (a) Except as otherwise provided in this Agreement, each Borrowing of Loans shall be made upon Requisite Notice by the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give Company to the Administrative Agent irrevocable noticein the form of a Notice of Borrowing, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to not later than 9:00 a.m. (aSan Francisco time) 12:30 P.M., New York City time, at least (i) three Business Days prior to the requested Borrowing Date, borrowing date in the case of Eurodollar Rate Loans, or ; and (bii) 12:00 Noon, New York City time, on one Business Day prior to the requested Borrowing Date, borrowing date in the case of ABR Base Rate Loans. Each such notice shall specify , specifying: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum principal amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole any integral multiple of $1,000,000 in excess thereof and (y) in the case of Base Rate Loans and Eurodollar Rate Loans; (B) the requested borrowing date, which shall be a Business Day; (C) whether the Borrowing is to be comprised of Eurodollar Rate Loans or Base Rate Loans; (D) the Tranche under which such Borrowing is requested; and (E) the duration of the Interest Period applicable to Eurodollar Rate Loans included in such notice. If the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may such Interest Period shall be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. one month. (b) Upon receipt of any such notice from the BorrowerNotice of Borrowing, the Administrative Agent shall will promptly notify each Lender thereof. under the applicable Tranche of the amount of such Lender's Pro Rata Share of the Borrowing. (c) Each Lender will make the amount of its pro rata share Pro Rata Share of each borrowing the Borrowing available to the Administrative Agent for the account of the Borrower Company at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City Agent's Payment Account for payment by 11:00 a.m. (San Francisco time, ) on the Borrowing Date borrowing date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing Unless any applicable condition specified in Article IV has not been satisfied, the proceeds of all such Loans will then be made available to the Borrower Company by the Administrative Agent at the office at which Administrative Agent's Payment Account is located by crediting the account of the Borrower -29- Company on the books of such office BofA with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that . (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, conversion or continuation of any Loans, there shall not be more than an aggregate of 15 Interest Periods for all Eurodollar Rate Loans outstanding at the time any such determination is made to finance in effect at any one time. (e) At the reimbursement election of an LC Disbursement as provided in Section 3.5 shall the Majority Lenders, no Loans may be remitted by borrowed as, converted into or continued as, Eurodollar Rate Loans after the Administrative Agent to occurrence and during the applicable Issuing Lendercontinuance of any Default or Event of Default exists.

Procedure for Borrowing. The Subject to Section 4, the Borrower may borrow under the Commitments during the Commitment Period on any Business Day, with respect to Term Benchmark Loans, or any Business Day, with respect to ABR Loans, provided that the Borrower shall give the Administrative Agent irrevocable notice, which notice (a “Borrowing Notice”)(which Borrowing Notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.11:00 A.M., New York City time, three Business Days prior to the requested Borrowing DateDate for a Term Benchmark Loan, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, and 11:00 a.m. on the requested Borrowing DateDate for an ABR Loan), in the case of ABR Loans. Each such notice shall specify specifying (i) the aggregate amount to be borrowedborrowed and the aggregate amount outstanding after giving effect to such borrowing, (ii) the requested Borrowing DateType of each Loan requested, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof requested Borrowing Date and (iv) if the borrowing is with respect to be entirely or partly of Eurodollar Loansany Term Benchmark Loan, the respective lengths of the initial Interest Periods therefor. Each The aggregate amount of each borrowing by the Borrower under the Commitments on any Borrowing Date shall be in an amount equal to (xi) in the case of as to each ABR LoansLoan, $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof and (yor, if the then Available Commitments are less than $1,000,000, such lesser amount); (ii) in the case of Eurodollar Loansas to each Term Benchmark Loan, $10,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; provided that a borrowing under thereof (or, if the then Available Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5are less than $1,000,000, such lesser amount). Upon receipt of any such notice Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 4:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower on such Borrowing Date by the Administrative Agent crediting transferring by wire to the custodian of and for the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (ax) 12:30 with respect to Eurodollar Loans, 12:00 P.M., New York City time, time on the date that is three Business Days prior to the requested Borrowing Date, or (y) with respect to ABR Loans, 12:00 P.M., New York City time on the date that is one Business Day prior to the Borrowing Date, in the each case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof thereof, (iv) the Class of Loans comprising such Borrowing and (ivv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths amount of such Type of Loan and the length of the initial Interest Periods Period therefor. Each The borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Prior to (x) with respect to Eurodollar Loans, 10:00 A.M., New York City time, or (y) with respect to ABR Loans, 2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower, each Lender will make an amount equal to its Commitment Percentage of the principal amount of its pro rata share of each borrowing the Loans requested to be made on such Borrowing Date available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested writing by the Borrower Administrative Agent to the Lenders in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. (a) The Parent Borrower shall give the Administrative Agent notice specifying the identity of each applicable Borrower (if not the Parent Borrower), the amount of the Tranche B-1 Term Loans to be borrowed on the Closing Date (which notice must have been received by the Administrative Agent prior to 12:30 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) at least two Business Days prior to the Closing Date, and shall be irrevocable after funding). Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Lender thereof. Each Lender having an Tranche B-1 Term Loan Commitment will make the amount of its pro rata share of the Tranche B-1 Term Loan Commitments available, in each case for the account of the applicable Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 12:00 P.M., New York City time (or, if the time period for the Parent Borrower’s delivery of notice was extended, such later time as agreed to by the Parent Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice) on the Closing Date in funds immediately available to the Administrative Agent. The Administrative Agent shall on such date credit the account of the applicable Borrower on the books of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (b) The Borrowers may borrow under the Revolving Commitments during the applicable Revolving Commitment Period on any Business Day, ; provided that the Parent Borrower shall give the Administrative Agent irrevocable notice, notice (which notice shall be irrevocable if the Borrowing Date is not the Closing Date and must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 (x) in the case of Revolving Loans denominated in a currency other than Australian Dollars, 12:00 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion), at least two Business Days prior to the Closing Date and (y) in the case of Revolving Loans denominated in Australian Dollars, 12:00 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion), at least five Business Days prior to the Closing Date, in each of clause (x) and (y) if the requested Borrowing Date is the Closing Date, (b) 1:00 P.M., New York City time, at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the requested Borrowing Date (if such Borrowing Date is not the Closing Date), in if all or any part of the case of Eurodollar requested Revolving Loans are to be initially Eurocurrency Loans or BA Equivalent Loans, or (bc) 12:00 NoonP.M., New York City timetime (or such later time as may be agreed to by the Administration Agent in its reasonable discretion), on at least one Business Day prior to the requested Borrowing Date (if such Borrowing Date is not the Closing Date), for ABR Loans or Canadian Prime Rate Loans) or (d) 12:00 P.M., New York City time (or such later time as may be agreed to by the Administration Agent in its reasonable discretion), at least five Business Day prior to the requested Borrowing Date (if such Borrowing Date is not the Closing Date), for Eurocurrency Loans denominated in Australian Dollars), in the each case of ABR Loans. Each such notice shall specify specifying (i) the amount to be borrowed, (ii) the identity of each applicable Borrower (if not the Parent Borrower), (iii) the requested Borrowing Date, (iiiiv) whether the borrowing is to be of Eurodollar Loan denominated in Dollars, Euro or another Designated Foreign Currency, (v) whether the borrowing is to be of Eurocurrency Loans, ABR Loans, BA Equivalent Loans, Canadian Prime Rate Loans or a combination thereof and (ivvi) if the borrowing is to be entirely or partly of Eurodollar Eurocurrency Loans or BA Equivalent Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. . (c) (x) Each borrowing of ABR Loans under the Revolving Commitments shall be in an amount equal to, except any ABR Loan to be used solely to pay a like amount of outstanding Reimbursement Amount or Swing Line Loans, $1.0 million or a whole multiple of $500,000 in excess thereof (or, if the then Available Revolving Commitments are less than $1.0 million, such lesser amount), (y) the Dollar Equivalent of the principal amount of each borrowing of Canadian Prime Rate Loans under the Revolving Commitments shall be in an amount equal to, except any Canadian Prime Loan to be used solely to pay a like amount of outstanding Reimbursement Amount, $1.0 million or a whole multiple of $500,000 in excess thereof (or, if the then Available Revolving Commitments are less than $1.0 million, such lesser amount) and (z) each borrowing of Eurocurrency Loans under the Revolving Commitments shall be in an amount equal to (x) or, in the case of ABR LoansEurocurrency Loans to be made in any Designated Foreign Currency, the Dollar Equivalent of the principal amount thereof shall be in an amount equal to) $5,000,000 1.0 million or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5. Upon receipt of any such notice from the Parent Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Subject to the satisfaction of the conditions precedent specified in Section 6.2 (and, Section 6.1, in the case of an initial Borrowing hereunder on the Closing Date), each Lender will shall make the amount of its pro rata share of each borrowing of Revolving Loans available to the Administrative Agent for the account of the applicable Borrower at the office of the Administrative Agent specified in Section 9.2 11.2 prior to 1:00 P.M.(i) 2:30 P.M. New York City time, in the case of Loans denominated in Dollars, (ii) 3:00 P.M. New York City time, one Business Day prior to the requested Borrowing Date, in the case of Loans denominated in Australian Dollars and (iii) 8:00 A.M. New York City time in the case of Loans denominated in Euro or other applicable Designated Foreign Currency (other than Australian Dollars) (or 10:00 A.M., New York City timetime in the case of an initial borrowing hereunder (or, if the time period for the Parent Borrower’s delivery of notice was extended, such later time as agreed to by the Parent Borrower and the Administrative Agent in its reasonable discretion, but in no event less than one hour following notice)), or at such other office of the Administrative Agent or at such other time as to which the Administrative Agent shall notify such Lender and the Parent Borrower reasonably in advance of the Borrowing Date with respect thereto, on the Borrowing Date requested by the Parent Borrower in Dollars or the applicable Designated Foreign Currency and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the applicable Borrower by the Administrative Agent crediting the account of the applicable Borrower on the books of such office the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing Lender.

Procedure for Borrowing. (a) The Borrower may borrow under the Commitments during the Commitment Period on any Business DayDay that an Advance may be requested pursuant to the terms of Section 5.2 of the Participation Agreement, provided provided, that the Borrower shall give the Administrative Agent irrevocable notice, notice (which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.12:00 Noon, New York City time, at least three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans. Each such notice shall specify Date specifying (i) the amount to be borrowedborrowed (which on any date shall not be in excess of the then Available Commitments), (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Loans or a combination thereof and thereof, (iv) if the borrowing is to be entirely or partly a combination of Eurodollar Loans and ABR Loans, the respective lengths amounts of each Type of Loan and (v) the Interest Period applicable to each Eurodollar Loan. Pursuant to the terms of the initial Interest Periods therefor. Each borrowing under Participation Agreement, the Commitments Borrower shall be in an amount equal deemed to (x) in have delivered such notice upon the case delivery of ABR Loans, $5,000,000 a notice by the Construction Agent or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount that is Lessee containing such required to finance the reimbursement of all or a part of an LC Disbursement as contemplated by Section 3.5information. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 1:00 P.M.12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting an account designated, subject to Section 9.1 of the account of Participation Agreement, by the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance . No amount of any Loan which is repaid or prepaid by the reimbursement of an LC Disbursement Borrower may be reborrowed hereunder, except as provided set forth in Section 3.5 5.2(d) of the Participation Agreement. (b) Interest accruing on each Loan during the Construction Period with respect to any Property shall, subject to the limitations set forth in Section 5.1(b) of the Participation Agreement be added to the principal amount of such Loan on the relevant Scheduled Interest Payment Date. On each such Scheduled Interest Payment Date, the Loan Property Cost and Construction Loan Property Cost shall be remitted increased by the Administrative Agent amount of interest added to the applicable Issuing LenderLoans.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Loans shall be made upon the Commitments during Borrower’s irrevocable written notice delivered to the Commitment Period on any Business Day, provided that Agent in the Borrower shall give the Administrative Agent irrevocable notice, form of a Notice of Borrowing which notice must be executed by a Responsible Officer of the Borrower and received by the Administrative Agent prior to 1:00 p.m. (a) 12:30 P.M., New York City time, three ) (i) one Business Days Day prior to the requested Borrowing Date, in the case of Eurodollar Loans, or Rate Loans and (bii) 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Base Rate Loans. Each , and such notice shall specify specify: (iA) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective lengths of the initial Interest Periods therefor. Each borrowing under the Commitments Borrowing, which shall be in an aggregate minimum amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, $10,000,000 or a whole any multiple of $1,000,000 in excess thereof; provided provided, however, that the Borrower may request (x) up to two Borrowings of Base Rate Loans in a borrowing under the Commitments that is an ABR Loan may be minimum amount of $500,000 in any aggregate fiscal quarter and (y) Borrowings of Base Rate Loans in such amount that as is necessary to pay to the Agent the amounts required to finance by the reimbursement last sentence of all or Section 2.13(a); (B) the requested Borrowing Date, which shall be a part Business Day; (C) the Type of an LC Disbursement as contemplated by Section 3.5. Upon receipt Loans comprising the Borrowing; and (D) other than in the case of any such notice from the BorrowerBase Rate Loans, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make duration of the amount of its pro rata share of each borrowing available Interest Period applicable to the Administrative Agent for Loans included in such notice. If the account Notice of Borrowing fails to specify the duration of the Borrower at Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be one month; provided, however, that with respect to any Borrowing to be made on the office Closing Date, the Notice of Borrowing shall be delivered to the Administrative Agent specified in Section 9.2 prior to no later than 1:00 P.M., p.m. (New York City time, ) on the Closing Date and such Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative consist of Base Rate Loans only. (b) The Agent crediting the account will promptly notify each Bank of its receipt of any Notice of Borrowing and of the Borrower on the books amount of such office with the aggregate Bank’s Pro Rata Share of the amounts made available to the Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as received by the Administrative Agent; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative Agent to the applicable Issuing LenderBorrowing.