Common use of Borrowing Procedure Clause in Contracts

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day day of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

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

Borrowing Procedure. In order to request a Term Loan Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Revolving Credit Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, such request by telephone not later than 1:00 12:00 p.m., New York City time, three Business Days before a proposed Borrowing, Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and (b) in the case of an ABR Borrowing, not no later than 12:00 noonp.m., New York City time, on the Business Day before the date of a proposed BorrowingBorrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, e-mail or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (ia) whether the Borrowing then being requested is to be a Tranche A Borrowing of Term BorrowingLoans, a Tranche B Term BorrowingRevolving Credit Loans, an Incremental Term Borrowing Loans or a Incremental Revolving Credit BorrowingLoans (provided that, and whether such Borrowing is the Borrower shall not be permitted to be request a Eurodollar Borrowing or with an ABR Borrowing Interest Period in excess of one month until the earlier of (provided that until x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001practicable) and (y) the Borrower shall not be permitted to request a Eurodollar Borrowingdate that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (iib) the date of such Borrowing (which shall be a Business Day); (iiic) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (ivd) the amount of such BorrowingBorrowing (stated in the Available Currency); and (ve) if whether the Loans being made pursuant to such Borrowing is Borrowings are to be a initially maintained as ABR Loans or Eurodollar BorrowingLoans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

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

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

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

Borrowing Procedure. (a) In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Competitive Loan, as to which this Section 2.03 2.04 shall not apply), the applicable Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request in a form approved by the Administrative Agent (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, on the Business Day day of a proposed such Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 (and the contents thereof), and of each Lender's portion of the requested Borrowing. (b) If the applicable Borrower shall not have delivered a Borrowing Request in accordance with this Section 2.04 prior to the end of the Interest Period then in effect for any Revolving Credit Borrowing and requesting that such Borrowing be refinanced, then such Borrower shall (unless such Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be an ABR Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or Loan, a deemed Borrowing pursuant to Section 2.02(f) or a Mandatory Borrowing pursuant to Section 2.22(f), in each case, as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, provided that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion ’s Pro Rata Percentage of the requested Borrowing.

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

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request in writing (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing (or, in the case of the extension of credit on the Restatement Effective Date, prior to the proposed Borrowing), and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing such Request for Credit Extension shall be irrevocable, shall irrevocable (but may be signed by conditioned upon the prepayment of indebtedness or on behalf the consummation of the Borrower a specified transaction) and shall specify the following information: (i) whether the Borrowing then being requested is Class of Loans to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, borrowed and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing RequestRequest for Credit Extension, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Revolving Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Term Borrowing, the Borrower shall deliver, by hand deliver delivery or fax facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Request for Credit Extension to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a the date of the proposed BorrowingBorrowing (or, and in the case of the initial extension of credit on the Closing Date, one Business Day before) or (bii) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request for Credit Extension for a Revolving Loan or a Term Loan shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following informationinformation in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Tranche A Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iie) in the date case of such Borrowing (a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day)period contemplated by the definition of “Interest Period”; (iiif) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (vg) if such Borrowing is and to be a Eurodollar Borrowingthe extent required under Section 4.01, that the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in clauses (a) and (b) of Section 2.024.01 are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any requested Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Request for Credit Extension in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

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

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f) or 2.02(g), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy (with receipt confirmed telephonically) to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the same Business Day of a as the proposed BorrowingBorrowing is to be made. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Tender Facility Borrowing, a Tranche B Term Facility Borrowing, an Incremental Term a Pre-Merger Revolving Facility Borrowing or a Post-Merger Revolving Credit Facility Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), ) as to which this Section 2.03 shall not apply), the a Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar BorrowingTerm SOFR Borrowing denominated in Dollars, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of a Eurocurrency Borrowing denominated in a Designated Foreign Currency, not later than 12:00 (noon), New York City time, four Business Days before a proposed Borrowing and (c) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be signed confirmed promptly by hand delivery, fax or on behalf e-mail delivery to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Borrowing of Tranche A B-1 U.S. Term BorrowingLoans, a Tranche B B-2 U.S. Term BorrowingLoans, an Tranche B-3 U.S. Term Loans, European Term Loans, Incremental Term Borrowing Loans of any other Class, Revolving Loans or a Other Revolving Credit Borrowing, Loans and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing, a Term SOFR Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar FBR Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount and currency of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing or a Term SOFR Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, (x) each requested Borrowing shall comply with the requirements set forth in Section 2.022.02 and (y) no Borrowing may be requested to be made on the same day that a prepayment under Section 2.12 of Loans of the same Class and Type the requested Borrowing is scheduled to be made. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be in the case of Borrowing denominated in Dollars, an ABR Borrowing, and, in the case of a Borrowing denominated in a Designated Foreign Currency, a Eurocurrency Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing or Term SOFR Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day day of a proposed BorrowingBorrowing (or, with respect to the Borrowing of Term Loans of any Type on the Restatement Date, such shorter notice as is reasonably acceptable to the Administrative Agent). Each Borrowing Request shall be irrevocableirrevocable (other than any Borrowing Request with respect to the Borrowing of Term Loans on the Restatement Date), shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, e-mail or on behalf facsimile transmission to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the The Borrower shall hand deliver or fax request the borrowing of a Loan by delivering to the Administrative Agent Lender a duly completed written Borrowing Request (a) in Notice signed by the case of a Eurodollar BorrowingBorrower, not which shall be delivered to the Lender by no later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and fifteen (b15) in days (or such shorter period as may be agreed by the case Lender) prior to the date of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day of a proposed Borrowingrequested borrowing. Each Borrowing Request Notice shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: (i) whether the Borrowing then being Tranche that is requested is to be a Tranche A Term Borrowingby the Borrower, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing the requested borrowing (which shall be a Business DayDay not less than fifteen (15) days after delivery, or such shorter period as may be agreed by the Lender); , (iii) the number and location aggregate principal amount of the account to which funds are Tranche to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); borrowed, (iv) the amount specific purposes to which the proceeds of such Borrowing; Loan shall be applied (as permitted by Section 2.5 below), and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements other information and certifications as set forth in Section 2.02the form of Borrowing Notice and as the Lender shall otherwise have reasonably requested. If no election as Each submittal of a Borrowing Notice by the Borrower to the Type of Borrowing is specified in any such noticeLender shall constitute a separate representation, then warranty and covenant by the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then Borrower that the conditions precedent thereto have been satisfied and that the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise use and apply the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion proceeds of the requested BorrowingLoan solely as set forth in such Borrowing Notice. No Tranche shall be advanced if a Default or Event of Default has occurred and is continuing (unless the Lender has waived the relevant Default or Event of Default for the purpose of advancing the Loan).

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, 12:30 p.m. three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the 12:30 p.m. one Business Day of before a proposed Borrowing. Each Borrowing Request such telephonic request shall be irrevocable, shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period or Interest Periods with respect thereto; provided, however, that, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order (i) Upon delivery of a notice of borrowing, substantially in the form attached as Exhibit A (a “Notice of Borrowing”) to request a the Lender at least three Business Days in advance of the Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant Date and in reliance upon the respective representations, warranties and covenants of the Parties contained in this Agreement, and subject to Section 2.02(f), as to which satisfaction of the applicable conditions set forth in Article II of this Section 2.03 shall not apply)Agreement, the Borrower Lender shall hand deliver or fax make available to the Administrative Agent a duly Borrowers by wire transfer of immediately available funds to the account designated by the Borrowers on Schedule 1.1(b) of this Agreement. Each such Notice of Borrowing shall be irrevocable and shall be appropriately completed Borrowing Request to specify the aggregate principal amount of the Loan to be incurred. (aii) The Loans shall be evidenced by the Secured Promissory Note, substantially in the form of Exhibit B (the “Secured Promissory Note”). Each Loan shall bear interest in accordance with the appropriate provisions of this Agreement and be governed by the terms and conditions of this Agreement and the Secured Promissory Note. (iii) The Secured Promissory Note and each Loan evidenced by it shall be the legal, valid and binding, joint and several obligation of the Borrowers and shall be enforceable against each Borrower in accordance with its terms. If the Secured Promissory Note is mutilated, lost, stolen or destroyed, then (i) upon receipt by the Borrowers of evidence reasonably satisfactory to them of the ownership of and the mutilation, loss, theft or destruction of the Secured Promissory Note and (ii)(A) in the case of a Eurodollar Borrowingloss, not later than 1:00 p.m.theft or destruction, New York City timereceipt of indemnity reasonably satisfactory to it, three Business Days before a proposed Borrowing, and or (bB) in the case of an ABR Borrowingmutilation, not later than 12:00 noonupon surrender and cancellation thereof, New York City time, on the Business Day of Borrowers shall issue a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf new Secured Promissory Note of the same date, maturity and denomination as the Secured Promissory Note so mutilated, lost, stolen or destroyed, together with an officer’s certificate of each Borrower certifying and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election warranting as to the Type due authorization, execution and delivery of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowingnew Secured Promissory Note.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request in writing or by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Term Borrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing and (c) in the case of an ABR Revolving Borrowing, 10:00 a.m., New York City time, on the Business Day day of a proposed Borrowing. Each Borrowing Request such notice shall be irrevocable, and any telephonic notice shall be signed confirmed promptly by or on behalf delivery of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Class of such Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; Borrowing and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, provided that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion ’s pro rata share of the requested Borrowing.

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Fixed Rate Borrowing, not later than 1:00 p.m., New York City timeLocal Time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR a Daily Rate Borrowing, not later than 12:00 noon, New York City timeLocal Time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the currency and Class of such Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Fixed Rate Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Daily Rate Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Fixed Rate Borrowing, the Interest Period or Contract Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR a Daily Rate Borrowing if denominated in dollars or Canadian Dollars, and a Fixed Rate Borrowing with a one-month Interest Period or Contract Period otherwise. If no election as to the Class of any Revolving Credit Borrowing by the U.S. Borrower is received, then, to the extent of the available Domestic Revolving Credit Commitments, such Borrowing shall be a Domestic Revolving Credit Borrowing. If no Interest Period or Contract Period with respect to any Eurodollar Fixed Rate Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period or Contract Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed BorrowingBorrowing or, in the case of any Eurodollar Borrowing to be made on the Restatement Date, not later than 12:00 (noon) New York City time, one Business Day prior to the Restatement Date, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day requested date of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocableirrevocable (provided that, any telephonic notification or Borrowing Request in respect of a Borrowing to be made on the Restatement Date may be revoked and/or extended by not more than 5 Business Days pending satisfaction of the conditions set out in Article IV), and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) if such Borrowing is to be a Eurodollar Borrowing, the currency of such Borrowing; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR 1003651351v23 Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. If no currency with respect to a Borrowing is specified, the currency shall be in Dollars. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), ) or a Borrowing of Swing Line Loans under Section 2.23 as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three (3) Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day prior to the requested date of a proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed in the form of a written Borrowing Request delivered by hand or on behalf of fax to the Borrower Administrative Agent and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Revolving Credit Borrowing, a Tranche B Term A-1 Borrowing, a Tranche A-2 Borrowing, a Refinancing Revolving Loan Borrowing, a Refinancing Term Loan Borrowing or an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), ) or a Borrowing of Swing Line Loans under Section 2.22 as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three (3) Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day prior to the requested date of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, Revolving Credit Borrowing or an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable andpracticable), in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Paying Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or a Base Rate Borrowing and whether such Borrowing is to be an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Acquisition Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. Any request for a Term Borrowing by the Borrower shall be allocated between the Tranche A Commitments and the Tranche B Commitments pro rata in accordance with the aggregate unused amounts of such Commitments. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Paying Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the a Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Refinancing Revolving Facility Borrowing or a an Additional Revolving Credit Borrowing, Facility Borrowing and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing, PROVIDED that any Borrowing (provided that until on the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice Closing Date shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing)an ABR Borrowing comprised solely of Refinancing Revolving Loans; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; providedPROVIDED, howeverHOWEVER, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to In the Type case of Borrowing is an Additional Revolving Facility Borrowing, the Parent Borrower shall also deliver each applicable document specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing4.

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of Exhibit B (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) in the case of a Borrowing the proceeds of which are to be received by the Borrower, the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing. If the Borrower shall not have delivered a Borrowing Request in accordance with this Section 2.03 prior to the end of the Interest Period then in effect for any Revolving Credit Borrowing requesting that such Borrowing be refinanced, then the Borrower shall (unless the Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be an ABR Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.01(a), Section 2.02(f) or Section 2.02(g) or, if applicable, pursuant to Section 2.28, or a Borrowing of Canadian Prime Rate Loans to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in Schedule 2.02(b), in each case as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Eurocurrency Rate Borrowing or Bankers’ Acceptance Borrowing, not later than 1:00 p.m., New York City time, three p.m. 3 Business Days before a proposed BorrowingBorrowing (or, in the case of a Bankers’ Acceptance Borrowing with a term in excess of 180 days, five Business Days), and (b) in the case of an ABR Borrowing or a Canadian Prime Rate Borrowing, not later than 12:00 noon, New York City time, p.m. on the Business Day date of a proposed Borrowing. Each Borrowing Request such telephonic request shall be irrevocable, shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term US Revolving Credit Borrowing or a Multicurrency Revolving Credit Borrowing, and if applicable, the relevant Class thereof and whether such Borrowing is to be a Eurodollar Borrowing, a EURIBOR Borrowing, a Sterling LIBOR Borrowing, an ABR Borrowing, a Canadian Prime Rate Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Bankers’ Acceptance Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount (or Face Amount, as applicable) of such BorrowingBorrowing (stated in the relevant Available Currency); and (v) if such Borrowing is to be a Eurodollar Eurocurrency Rate Borrowing, the Interest Period with respect thereto; and (vi) if such Borrowing is to be a Bankers’ Acceptance Borrowing, the term thereof (which shall comply with the requirements of Schedule 2.02(b)); provided, however, that, that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If Except as otherwise provided in Section 2.10(b), if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Rate Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one 1 month's ’s duration. If no term with respect to any Bankers’ Acceptance Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected a term of 1 month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, two Business Days before a Borrowing to occur on the Closing Date and three Business Days before a proposed BorrowingBorrowing to occur on any date thereafter, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, Revolving Credit Borrowing or an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 15 Business Days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period longer than one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to (a) To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall deliver, by hand deliver or fax delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Rate Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before a the date of the proposed Borrowing, and or (bii) in the case of an ABR a Base Rate Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested is to aggregate amount of such Borrowing; (ii) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (iii) [Reserved]; (iv) whether such Borrowing is to be a Eurodollar Base Rate Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Rate Borrowing); ; (iiv) in the date case of such Borrowing (a Eurodollar Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiivi) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivvii) in the amount case of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowingthe initial Credit Extension hereunder or under any Incremental Term Loan Commitments, that the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.024.02(b) — (d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.23(e), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon)], New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day day of a the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Funding Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request (a) in the case of a Eurodollar BorrowingLoans, not later than 1:00 p.m.12:00 noon, New York City time, three Business Days before a the proposed Borrowing, Borrowing Date and (b) in the case of an ABR BorrowingBase Rate Loans, not later than 12:00 noon, New York City time, on the Business Day of a proposed BorrowingBorrowing Date. Each such Borrowing Request shall be irrevocable, irrevocable and shall be signed confirmed promptly by hand delivery or on behalf fax (or, if agreed by the Administrative Agent, by other electronic transmission) to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Loan Borrowing, an Incremental Term Loan Borrowing or a Revolving Credit Loan Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR a Base Rate Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Loans comprising any Borrowing shall comply with be in an aggregate principal amount that is (1) (A) in the requirements set forth case of Base Rate Loans, $1,000,000 or a whole multiple of $250,000 in Section 2.02excess thereof or (B) in the case of Eurodollar Loans, $2,500,000 or a whole multiple of $250,000 in excess thereof or (2) equal to the remaining available balance of the applicable Commitments. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR a Base Rate Borrowing. Any Revolving Loans made on the Closing Date shall initially be Base Rate Loans. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's three months’ duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 4.01 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing. Each applicable Lender will make the amount of its pro rata share of each Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such Borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower specified in the applicable Borrowing Request with the aggregate of the amounts made available to the Administrative Agent by the applicable Lenders and in like funds as received by the Administrative Agent.

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request in writing (a) in with respect to the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Initial Term Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before the proposed Initial Term Borrowing, (b) with respect to any First Delayed Draw Borrowing, not later than 12:00 noon, New York City time, three Business Days before a proposed First Delayed Draw Borrowing or (c) with respect to any Second Delayed Draw Borrowing, not later than 12:00 noon, New York City time, three Business Days before a proposed Second Delayed Draw Borrowing; provided that the Borrower shall not be permitted to request any Second Delayed Draw Borrowing hereunder until all of the Second Delayed Draw Approval Documents have been executed and delivered by each party thereto (including the Second Delayed Draw Approval executed and delivered by the Required Lenders and the other Lenders party thereto, in each case, in their sole and absolute discretion). Each Borrowing Request such request shall be irrevocable, and shall be signed by or on behalf in the form of the Borrower and shall specify a Borrowing Request specifying the following information: (i) whether the Borrowing then being requested is to be a Tranche A an Initial Term Borrowing, a Tranche B Term Borrowing, an Incremental Term First Delayed Draw Borrowing or a Revolving Credit Second Delayed Draw Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; and (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, provided that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

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

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Loans, as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery or fax telecopier, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar BorrowingEurocurrency Loans in dollars, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and (bii) in the case of Eurocurrency Loans in an ABR BorrowingAlternate Currency, not later than 12:00 noon11:00 a.m., New York City time, four Business Days before the date of the proposed borrowing or (iii) in the case of ABR Loans, not later than 10:00 a.m., New York City time, on the Business Day date of a the proposed Borrowingborrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested borrowing is to be a Tranche A borrowing of Revolving Loans, or Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing Loans; (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001b) the Borrower shall not be permitted to request a Eurodollar Borrowing); aggregate amount of such borrowing; (iic) the date of such Borrowing (borrowing, which shall be a Business Day); (d) whether such borrowing is to be for ABR Loans or Eurocurrency Loans; (e) in the case of Eurocurrency Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the date on which the Lead Arrangers shall have notified Borrower that a Successful Syndication has been achieved, the Interest Period shall be one month; (iiif) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); ; (ivg) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.024.02 or Sections 4.03(b)-(d), as the case may be, have been satisfied as of the date of the notice; and (h) in the case of Eurocurrency Loans in an Alternate Currency, the Alternate Currency for such Loans. If no election as to the Type of Borrowing Loans is specified for Loans in any such noticedollars, then the requested Borrowing borrowing shall be an for ABR BorrowingLoans. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested Eurocurrency Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each applicable Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

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

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

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Eurocurrency Borrowing, not later than 1:00 4:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (bii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Effective Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (iA) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iiB) the date of such Borrowing (which shall be a Business Day); (iiiC) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)) and shall be an office of the Administrative Agent in New York); (ivD) the amount of such Borrowing; and (vE) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), ) and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Revolving Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.17(e)(ii), as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery, telecopier or fax electronic mail, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 2:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the one Business Day before the date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02 : (ia) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing of Tranche A Revolving Loans or an ABR Borrowing Tranche B Revolving Loans; (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001b) the Borrower shall not be permitted to request a Eurodollar aggregate amount of such Borrowing); ; (iic) the date of such Borrowing (Borrowing, which shall be a Business Day); ; (iiid) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location (which shall be an account in the United States) and number and location of the Borrower’s account to which funds are to be disbursed disbursed; and (which shall be an account g) that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b) through (e) have been satisfied as of the date of the Borrowing Request. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Competitive Borrowing, as to which this Section 2.03 2.04 shall not apply), the Borrower shall hand deliver by hand, telecopy or fax other writing transmitted electronically (including in the form of a .pdf attachment) to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 Noon, New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noonNoon, New York City time, on the Business Day day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower an Authorized Representative, and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such noticenotice by the Borrower, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 14 Business Days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing. Only one request for a Borrowing may be made hereunder.

Borrowing Procedure. In order to (a) To request a Borrowing Loans, the Administrative Borrower shall deliver, by hand delivery or telecopier (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(fe-mail), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar BorrowingRevolving Loans, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before a the date of the proposed Borrowing, and ; (bii) in the case of an ABR BorrowingEuro Denominated Loans, not later than 12:00 noon11:00 a.m., New York City time, four (4) Business Days before the date of the proposed Borrowing; or (iii) in the case of ABR Loans, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing; provided that for Loans to be made on the Closing Date, such Borrowing Request may be delivered to the Administrative Agent one Business Day of a proposed Borrowingprior to the Closing Date. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the Borrowing then being requested borrowing is to be a Tranche A Term Borrowingborrowing of U.S. Revolving Loans, a Tranche B Term Borrowing, an Incremental Term Borrowing Australian Revolving Loans or a Dutch Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing Loans; (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001ii) the Borrower shall not be permitted to request a Eurodollar Borrowing); aggregate principal amount of such borrowing; (iiiii) the date of such Borrowing (borrowing, which shall be a Business Day); ; (iiiiv) in the case of Dollar Denominated Loans, whether such borrowing is to be for ABR Loans or Eurodollar Revolving Loans; (v) in the case of Eurodollar Revolving Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (vi) the Borrower requesting such borrowing and the location and number and location of the such Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); ; (ivvii) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b)-(d) have been or shall be satisfied as of the proposed date of the borrowing, as applicable; and (viii) the Approved Currency for such borrowing. If no election as to the Type of Borrowing Loans is specified in any such noticespecified, then the requested Borrowing borrowing shall be an for ABR BorrowingLoans in dollars. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Loan, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan Competitive Borrowing or a deemed Borrowing pursuant to Section 2.02(f)) hereof, as to which this Section 2.03 2.04 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City Dallas, Texas time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City timeDallas, Texas on the date (which shall be a Business Day Day) of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower it being understood that the primary syndication of Borrowing on the Commitments and Loans has been completed (which notice Closing Date shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar an ABR Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))) hereof; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) if the Borrower has complied with each condition set forth in Section 2.02(b) hereof and Section 4.03 hereof, whether such Borrowing is to be a Short Term Revolving Loan or a Long Term Revolving Loan; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.022.03 hereof. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 hereof (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and and, subject to the second sentence of Section 2.02(b), whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

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

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of Exhibit B (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit BorrowingBorrowing (and in the case of a Term Borrowing the Commitments pursuant to which the Loans comprising such Borrowing are to be made), and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) in the case of a Borrowing the proceeds of which are to be received by the Borrower, the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing. If the Borrower shall not have delivered a Borrowing Request in accordance with this Section 2.03 prior to the end of the Interest Period then in effect for any Revolving Credit Borrowing requesting that such Borrowing be refinanced, then the Borrower shall (unless the Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be an ABR Borrowing.

Borrowing Procedure. In order to request The Borrowers will maintain a Borrowing bank account (other than a Swingline Loan or a deemed Borrowing the ------------------- "Funding Account") with the Bank into which account all Advances on the Revolving Credit Loans will be made. A. Advances on the Revolving Credit Loans shall be made pursuant to Section 2.02(f)a Notice of Revolving Credit Advance signed by a Responsible Officer of LRA, as which is authorized by all other Borrowers to which this Section 2.03 shall not apply)do so, specifying, (i) the Borrower shall hand deliver or fax to aggregate amount of the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (bii) in the case requested date of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, made on a Business Day not more often than three (3) times per week and Advances shall be signed in increments of not less than $50,000.00. The Bank is entitled to rely and act upon requests made or purportedly made by or on behalf a Responsible Officer of the Borrower LRA. The Borrowers shall be unconditionally and shall specify the following information: absolutely estopped from denying, (i) whether the Borrowing then being authenticity and validity of any such transaction so acted upon by the Bank once the Bank has made an Advance and has deposited or transferred such funds as requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a in any such Notice of Revolving Credit BorrowingAdvance, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date Borrowers' liability and responsibility therefor. B. Each Notice of such Borrowing (which Revolving Credit Advance shall be irrevocable and binding on the Borrowers. The Borrowers covenant and agree to assume liability for and to protect, indemnify and save the Bank harmless from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including attorneys' fees, which may be imposed upon, incurred by or asserted against the Bank by reason of any loss, damage or claim howsoever arising or incurred because of, out of or in connection with, (i) any action of the Bank pursuant to a Business Day)Notice of Revolving Credit Advance or any other request for an Advance under the Revolving Credit Loans, (ii) the breach of any provisions of this Fourth Restated Agreement by any Loan Party; or (iii) the number and location transfer of funds pursuant to (i) and/or (ii) above. C. If a Notice of Revolving Credit Advance is received by the account to which funds are to be disbursed Bank before 12:00 p.m. (which shall be an account that complies with Houston, Texas time) in the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowingmanner provided herein, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification Bank will deposit the Advance in any Borrowing Request, each requested Borrowing shall comply with immediately available funds in the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then Funding Account on the requested Borrowing Date which shall not be earlier than the Business Day a Borrowing is requested on a Base Rate Loan or the second Business Day after a Borrowing is requested on an ABR BorrowingAdjusted Libor Rate Loan as specified in a Notice of Revolving Credit Advance. If no Interest Period with respect to any Eurodollar a Notice of Revolving Credit Advance is received by the Bank after 12:00 p.m. (Houston, Texas time) in the manner provided herein, the Bank will deposit the Advance in immediately available funds in the Funding Account on the requested Borrowing Date which shall not be earlier than the first Business Day after a Borrowing is requested on a Base Rate Loan or the second Business Day after a Borrowing is requested on an Adjusted Libor Rate Loan as specified in any such noticea Notice of Revolving Credit Advance. D. If the Bank shall receive an Application for Letter of Credit in the manner provided herein before 2:00 p.m. (Houston, then Texas time) the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof)Bank shall, and of each Lender's portion of on the requested BorrowingBorrowing Date which shall not be earlier than the second Business Day after receipt, issue the Letter of Credit as specified by LRA and deliver same as directed by LRA.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed BorrowingBorrowing or, in the case of any Eurodollar Borrowing to be made on the Restatement Date, not later than 12:00 (noon) New York City time, one Business Day prior to the Restatement Date, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day requested date of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocableirrevocable (provided that, any telephonic notification or Borrowing Request in respect of a Borrowing to be made on the Restatement Date may be revoked and/or extended by not more than 5 Business Days pending satisfaction of the conditions set out in Article IV), and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) if such Borrowing is to be a Eurodollar Borrowing, the currency of such Borrowing; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. If no currency with respect to a Borrowing is specified, the currency shall be in Dollars. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) By delivering a Borrowing Request to the Agent on or before 10:00 a.m. (Chicago time) on a Business Day, the Borrowers may from time to time irrevocably request, on not less than three (3) nor more than five (5) Business Days' notice, or, in the case of a Eurodollar Base Rate Borrowing, not later than 1:00 p.m.one (1) Business Day's notice, New York City timethat a Borrowing be made in a minimum amount of $250,000 and an integral multiple of $50,000, three Business Days before a proposed Borrowing, and (b) or in the case unused amount of an ABR Borrowingthe applicable Commitment. On the terms and subject to the conditions of this Agreement, not later than 12:00 noon, New York City time, each Borrowing shall be made on the Business Day specified in such Borrowing Request. The Lenders shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request. On or before 11:00 a.m. (Chicago time) on such Business Day each Lender shall deposit with the Agent same day funds in an amount equal to such Lender's Percentage of a proposed the requested Borrowing. Each Such deposit will be made to an account which the Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the Borrowers by wire transfer to the accounts the Borrowers shall have specified in their Borrowing Request Request. No Lender's obligation to make any Loan shall be irrevocableaffected by any other Lender's failure to make any Loan. (b) Each Lender may, shall be signed if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or on behalf of the Borrower and shall specify the following information: Affiliates (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on international banking facility created by such Lender) to make or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of maintain such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect theretoLIBO Rate Loan; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing that such LIBO Rate Loan shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall nonetheless be deemed to have selected an Interest Period been made and to be held by such Lender, and the obligation of one month's durationthe Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. The Administrative Agent shall promptly advise In addition, the applicable Lenders Borrowers hereby consent and agree that, for purposes of any notice given pursuant determination to this be made for purposes of Section 2.03 (and the contents thereof)5.1, and of 5.2, 5.3 or 5.4, it shall be conclusively assumed that each LenderLender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBO Office's portion of the requested Borrowinginterbank eurodollar market.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of a same day as the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; provided, however, that, unless the Required Lenders otherwise agree, no Eurodollar Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on requested or prior to July 27, 2001) the Borrower shall not be permitted to request made if a Eurodollar Borrowing)Default or Event of Default has occurred and is continuing; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f2.02(e), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. The initial Borrowing shall be an ABR Borrowing. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof)Section, and of each Lender's portion of the requested Borrowing.

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)the initial Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day day of a the proposed Borrowing. Each The Borrowing Request shall be irrevocable, shall be signed confirmed promptly by hand delivery or on behalf telecopy to the Administrative Agent of a written Borrowing Request substantially in the Borrower form of Exhibit C or such other form as shall be acceptable to the Administrative Agent and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any the Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan Dollar Borrowing or a deemed Borrowing pursuant to Section 2.02(f2.2(f), as to which this Section 2.03 2.3 shall not apply), the applicable Borrower (or the Company on behalf of such Borrower) shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (or telephone the Administrative Agent, promptly confirmed with a written and duly completed Borrowing Request) (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request (including a telephonic Borrowing Request) shall be irrevocable, shall be signed by or on behalf of the applicable Borrower (or by the Company on behalf of such Borrower) and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Dollar Borrowing or an Alternative Currency Borrowing (and the relevant currency and amount thereof); (ii) if such Borrowing is to be denominated in dollars, whether it is to be a Eurocurrency Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iiiii) the date of such Borrowing (which shall be a Business Day); (iiiiv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (ivv) the amount of such Borrowing (which shall be specified in dollars if a Dollar Borrowing, and in the relevant Alternative Currency, if an Alternative Currency Borrowing); (vi) subject to the limitations of Section 2.1 and Section 2.22, the currency of such Borrowing; and (vvii) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the initial Interest Period with respect thereto; and (viii) whether such Borrowing is a Swingline Borrowing or a Revolving Borrowing; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election 2.2 and, as to the Type of Borrowing is specified in any such noticeapplicable, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.Section

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to of Swing Line Loans under Section 2.02(f), 2.22 as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three (3) Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day prior to the requested date of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 14 Business Days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 2:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon2:00 p.m., New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, electronic mail or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, Borrowing or an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing)) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

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

Borrowing Procedure. (a) In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 2.03(a) shall not apply), the U.S. Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 1:00 p.m., New York City timeStandard Time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing under the U.S. Commitments not later than 11:00 a.m., Standard Time, on the day of the proposed Borrowing, and (c) in the case of an ABR Borrowing under the Canadian Commitments, not later than 12:00 noon2:00 p.m., New York City timeStandard Time, on the one Business Day of a before the proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the U.S. Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term BorrowingU.S. Borrowing or, if at the time of such request the U.S. Commitments have been fully utilized, a Tranche B Term Canadian Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and ; (ii) whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (iiiii) the date of such Borrowing (which shall be a Business Day); (iiiiv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (ivv) the amount of such Borrowing; and (vvi) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the U.S. Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.03(a) (and the contents thereof), and of each Lender's portion of the requested Borrowing. (b) In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03(b) shall not apply), the Canadian Borrower (or the U.S. Borrower on its behalf) shall hand deliver or fax to the Canadian Administrative Agent a duly completed Borrowing Request (a) in the case of a B/A Borrowing or a Eurocurrency Borrowing, not later than 1:00 p.m., Standard Time, three Business Days before the proposed Borrowing and (b) in the case of a Canadian Prime Rate Borrowing or U.S. Base Rate Borrowing, not later than 3:00 p.m., Standard Time, one Business Day before the proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Canadian Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be denominated in Canadian dollars or U.S. dollars; (ii) whether such borrowing is to be a Canadian Prime Rate Borrowing, a B/A Borrowing, a U.S. Base Rate Borrowing or a Eurocurrency Borrowing; (iii) the date of such Borrowing (which shall be a Business Day); (iv) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (v) the amount of such Borrowing; and (vi) if such Borrowing is to be a B/A Borrowing or a Eurocurrency Borrowing, the Contract Period or Interest Period, respectively, therefor; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Canadian Prime Rate Borrowing (if denominated in Canadian dollars) or a U.S. Base Rate Borrowing (if denominated in U.S. dollars). If no Contract Period or Interest Period with respect to a B/A Borrowing or Eurocurrency Borrowing has been specified in any such notice, then the Canadian Borrower shall be deemed to have selected a Contract Period or Interest Period of 30 days' or one month's duration, respectively. The Canadian Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03(b) (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 2:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon2:00 p.m., New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, Borrowing or an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 21 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing of more than one month's duration); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), ) or a Borrowing of Swing Line Loans under Section 2.23 as to which this Section 2.03 shall not apply), the Administrative Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three (3) Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the Business Day prior to the requested date of a proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed in the form of a written Borrowing Request delivered by hand or on behalf of fax to the Borrower Administrative Agent and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Revolving Credit Borrowing, a Tranche B Term Refinancing Revolving Loan Borrowing, a Refinancing Term Loan Borrowing or an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Revolving Borrowing or Term Borrowing (other than a Swingline New Incremental Loan or a deemed Borrowing pursuant to Section 2.02(fBorrowing), as to which this Section 2.03 Borrower shall not applydeliver, by hand delivery or facsimile (or other electronic transmission), the Borrower shall hand deliver or fax a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon10:00 a.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request for a Revolving Loan or a Term Loan shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Tranche A Borrowing of Revolving Loans or Term Loans; (b) the aggregate principal amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); ; (iie) in the date case of such Borrowing (a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a Business Day); period contemplated by the definition of “Interest Period”; (iiif) the location and number and location of the Borrower’s account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivg) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b) and (c) are satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month; provided, however, each Swingline Loan shall be an ABR BorrowingLoan. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRevolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) Each Loan shall be made upon prior written notice from the applicable Borrower to the Applicable Agent in the case form of Exhibit E (a Eurodollar “Notice of Borrowing, ”) delivered to the Applicable Agent not later than 1:00 p.m.10:00 a.m., New York City timeLocal Time, at least (x) three Business Days before a proposed Borrowingprior to the requested Borrowing Date, if such Borrowing consists of Eurodollar Loans, CDOR Loans or Canadian Prime Loans; and (by) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day requested Borrowing Date, if such Borrowing consists of a proposed BorrowingABR Loans. Each Notice of Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: (i) the name of the applicable Borrower, (ii) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Revolving Borrowing or a Term Borrowing, (iii) the aggregate amount of the requested Borrowing; (iv) the requested Borrowing Date; (v) the Type of Borrowing requested; (vi) with respect to any Eurodollar Borrowing or an ABR Borrowing (provided that until CDOR Borrowing, the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall Interest Period to be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing applicable thereto (which shall be a Business Dayperiod contemplated by the definition of the term “Interest Period”) and the Expiration Date of such Interest Period (provided that there shall not be more than seven (7) Interest Periods in effect at any one time under this Agreement); and (iiivii) the number and location demand deposit account of such Borrower maintained with the Applicable Agent in which the proceeds of the account to which funds requested Borrowing are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02deposited. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing or a Canadian Prime Borrowing, as applicable. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeor CDOR Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Promptly upon its receipt of a Notice of Borrowing, the Applicable Agent shall promptly advise each Lender that will make a Loan as part of the applicable Lenders requested Borrowing of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing. (b) The applicable Borrower may give the Applicable Agent telephonic notice by the required time of any proposed Borrowing under this Section 2.3; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Applicable Agent of a Notice of Borrowing. Neither the Applicable Agent nor any Lender shall incur any liability to the applicable Borrower in acting upon any telephonic notice referred to above which the Applicable Agent believes in good faith to have been given by such Borrower or for otherwise acting in good faith under this Section 2.3. (c) Each Term Borrower shall request Term Loans to be made to it on the Term Borrowing Date in an aggregate amount that, when taken together with the aggregate amount of Term Loans to be made to each other Term Borrower on the Term Borrowing Date, equals the Total Term Commitment.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Loans, as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery, e-mail through a “pdf” copy (if arrangements for doing so have been approved by the Administrative Agent) or fax facsimile, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar BorrowingLoans, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing (bor such shorter period as the Administrative Agent is willing to accommodate) or (ii) in the case of an ABR BorrowingLoans (other than Swingline Loans), not later than 12:00 noon, New York City time, on the Business Day of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested borrowing is to be a Tranche A borrowing of Revolving Loans, Term BorrowingB Loans, a Tranche B Term Borrowing, an Incremental Term Borrowing Loans; Refinancing Term Loans or Refinancing Revolving Loans; (b) the aggregate amount of such borrowing; (c) the date of such borrowing, which shall be a Revolving Credit Borrowing, and Business Day; (d) whether such Borrowing borrowing is to be for ABR Loans or Eurodollar Loans; (e) in the case of Eurodollar Loans, the initial Interest Period to be applicable thereto, which shall be a Eurodollar Borrowing or an ABR Borrowing (period contemplated by the definition of the term “Interest Period”; provided that until prior to the Administrative Agent shall have notified earlier of (i) the Borrower date that is 90 days after the Closing Date and (ii) the date the completion of the primary syndication of the Commitments and Loans has been completed (which notice as determined by the Arrangers) (or such shorter period as may be approved by UBS Securities LLC), the Interest Period shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001one month; (f) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date location and number of such Borrowing (which shall be a Business Day); (iii) the number and location of the Borrower’s account to which funds are to be disbursed disbursed; and (which shall be an account g) that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b)-(d) (in the case of the Term B Loans funded on the Closing Date) or the applicable Increase Joinder or Refinancing Amendment (in the case of any Incremental Term Loan or Refinancing Term Loans of any Class) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing Loans is specified in any such noticespecified, then the requested Borrowing borrowing shall be an for ABR BorrowingLoans. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeLoan, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion ’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, Borrowing or an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Term Loan Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02; provided, further, that the Borrowing Request in respect of the initial Term Loans may, if expressly so stated therein, be contingent upon the consummation of the Acquisition (provided that any such Borrowing Request that contains such contingency shall be permitted only in respect of an ABR Borrowing). If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Borrowing, as to which this Section 2.03 shall not apply), the Borrower shall deliver, by hand deliver delivery or fax telecopy, a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day date of a the proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested is to aggregate amount of such Borrowing; (b) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (c) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing or a Eurodollar Borrowing; (d) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; provided that until the Administrative date on which the Syndication Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans a Successful Syndication has been completed (which notice achieved, the Interest Period shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001seven days; (e) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date location and number of such Borrowing (which shall be a Business Day); (iii) the number and location of the Borrower's account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); and (ivf) that the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions set forth in Section 2.02Sections 4.02(b)-(d) have been satisfied as of the date of the notice. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeBorrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's durationduration (subject to the proviso in clause (d) above). The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender's portion Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 14 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.an

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar an Alternative Rate Borrowing, not later than 1:00 p.m., 12:00 noon (New York City time, ) three Business Days before a proposed BorrowingBorrowing (which Borrowing Request, in the case of any proposed Alternative Rate Borrowings to be made on the Closing Date, (x) may be delivered not later than 12:00 noon (New York time) two Business Days before the Closing Date and (y) shall be accompanied by a Funding Indemnity), and (b) in the case of an ABR Borrowing, not later than 12:00 noon, noon (New York City time, on the ) one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and provided that such Class is then available hereunder; (ii) the aggregate principal amount of such Borrowing, provided that in no event shall the aggregate principal amount of such Borrowing exceed (x) the respective Commitment amounts set forth on Schedule 2.01 or, (y) in the case of any Revolving Borrowing on the Closing Date, the maximum amount therefor set forth in clause (iii) of the proviso to Section 2.01(b); (iii) the Currency in which -65- such Borrowing is to be made, which shall be Dollars or Euro; provided that in no event shall the Borrower request that a Revolving Borrowing be denominated in Euros if, immediately following the making of such Borrowing, the aggregate principal amount of Revolving Loans denominated in Euros would exceed the Revolving Facility Euro Sublimit; (iv) whether such Borrowing is to be a Eurodollar an Alternative Rate Borrowing or or, if applicable, an ABR Borrowing (provided it being understood that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall no Borrowing denominated in Euros will be given as promptly as practicable an ABR Borrowing), and, in any eventfor each Alternative Rate Borrowing, on or prior the initial Interest Period with respect to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar such Borrowing); (iiv) the date of such Borrowing (which shall be a Business Day); and (iiivi) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such noticenotice and such Borrowing is a Revolving Loan (x) for a Borrowing in Dollars, then the requested Borrowing shall be an ABR BorrowingBorrowing and (y) for a Borrowing in Euros, then the requested Borrowing shall be an Alternative Rate Borrowing (with an Interest Period of one month). If no Interest Period with respect to any Eurodollar Alternative Rate Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to in accordance with this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), ) or a Borrowing of Swing Line Loans under Section 2.23 as to which this Section 2.03 shall not apply), the Administrative Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request (a) in the case of a Eurodollar Term SOFR Borrowing, not later than 1:00 p.m.p.m, New York City time, three (3) Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the Business Day prior to the requested date of a proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed in the form of a written Borrowing Request delivered by hand or on behalf of fax to the Borrower Administrative Agent and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Revolving Credit Borrowing, a Tranche B Term Refinancing Revolving Loan Borrowing, a Refinancing Term Loan Borrowing or an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Term SOFR Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Term SOFR Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Term SOFR Borrowing is specified in any such notice, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing (or, in the case of the initial extension of credit on the Closing Date, prior to the proposed Borrowing), and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing such telephonic Request for Credit Extension shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Request for Credit Extension and shall specify the following information: (i) whether the Borrowing then being requested is Class of Loans to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, borrowed and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing RequestRequest for Credit Extension, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day day of a proposed Borrowing; provided that the request for the initial Borrowings of 2019 Term A Loans, 2017 Term E Loans and 2021 Term D Loans on the Third Restatement Effective Date may be made not later than the time specified therefor by the Administrative Agent. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche 2019 Term A Term Borrowing, a Tranche B 2017 Term E Loan Borrowing, a 2021 Term D Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax telecopy to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 1:45 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon2:00 p.m., New York City time, one Business Day before a proposed Borrowing; PROVIDED that in the case of an ABR Borrowing the Borrower may deliver a duly completed Borrowing Request to the Administrative Agent not later than 2:00 p.m., New York City time, on the Business Day day of a proposed BorrowingBorrowing so long as the aggregate amount of Loans made pursuant to such same day Borrowing Requests does not exceed $10,000,000 on any single day. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; providedPROVIDED, howeverHOWEVER, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), ) as to which this Section 2.03 shall not apply), the a Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (ia) whether the Borrowing then being requested is to be a Tranche A Borrowing of Term BorrowingLoans, a Tranche B Term Borrowing, an Incremental Term Borrowing Loans, Revolving Loans or a Incremental Revolving Credit Borrowing, Loans and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower Borrowers that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower Borrowers shall not be permitted to request a Eurodollar BorrowingEurocurrency Borrowing with an Interest Period in excess of one month); , (iib) the date of such Borrowing (which shall be a Business Day); , (iiic) the number and location of the account to which funds are to be disbursed disbursed, (which shall be an account that complies with the requirements of Section 2.02(c)); (ivd) the amount of such Borrowing; Borrowing and (ve) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, (i) each requested Borrowing shall comply with the requirements set forth in Section 2.022.02 and (ii) no Borrowing may be requested to be made on the same day that a prepayment under Section 2.12 of Loans of the same Class and Type the requested Borrowing is scheduled to be made. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

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

Borrowing Procedure. In order to To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Revolving Borrowing, as to which this Section 2.03 shall not apply), the Lead Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by electronic transmission (aif arrangements for doing so have been approved by the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed) (i) in the case of a Eurodollar BorrowingBorrowing of Term SOFR Rate Loans, not later than 1:00 p.m., New York City time, three (3) Business Days before prior to the requested date of such Borrowing of a proposed BorrowingTerm SOFR Loan, and (bii) in the case of an ABR Borrowinga Borrowing of Alternative Currency Term Rate Loans denominated in Canadian Dollars, not later than 12:00 noon11:00 a.m., New York City time, four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Alternative Currency Term Rate Loans, (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request a Term SOFR Rate Loan or an Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (x) four (4) Business Day Days prior to the requested date of such Borrowing, conversion or continuation of a proposed BorrowingTerm SOFR Loan or (y) five (5) Business Days (or six (6) Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing of Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Each such written Notice of Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: information in compliance with Section 2.02: (ia) whether the Borrowing then being requested is to name of the Borrower; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and Business Day; (d) whether such Borrowing is to be a Eurodollar Borrowing of Base Rate Loans, a Borrowing of Term SOFR Rate Loans or an ABR a Borrowing of Alternative Currency Term Rate Loans (provided that until specifying the Administrative Agent shall have notified applicable Alternative Currency Term Rate); (e) in the Borrower that case of a Borrowing of Term SOFR Loans or Alternative Currency Term Rate Loans, the primary syndication of the Commitments and Loans has been completed (which notice shall initial Interest Period to be given as promptly as practicable andapplicable thereto, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); period contemplated by the definition of the term “Interest Period”; (iiif) the location and number and location of the account to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c2.02; (g) the currency of the Borrowing (it being understood that Canadian Dollar Borrowings shall not be available under this Agreement prior to the Canadian Activation Date); (h) solely to the extent Eligible Cash has been included in the most recent Borrowing Base Certificate delivered pursuant to Section 9.17(a); (iv) , the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election Eligible Cash as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.close of

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a an Incremental Revolving Credit Borrowing, Loan Borrowing and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one three month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply)Borrowing, the Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery, e-mail or on behalf facsimile transmission to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's ’s portion of the requested Borrowing. For the avoidance of doubt, the Loans may be made only in a single drawdown on the Closing Date.

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

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon11:00 a.m., New York City time, on the Business Day day of a proposed BorrowingBorrowing (or, with respect to the Borrowing of Term Loans of any Type on the Closing Date, such shorter notice as is reasonably acceptable to the Administrative Agent). Each Borrowing Request shall be irrevocableirrevocable (other than any Borrowing Request with respect to the Borrowing of Term Loans on the Closing Date), shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to (a) To request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant Borrowing, the Designated Company shall deliver, by hand delivery, telecopier or, to the extent separately agreed by the Administrative Agent, by an electronic communication in accordance with the second sentence of Section 2.02(f11.01(b) and the second paragraph of Section 11.01(d), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax a duly completed and executed Borrowing Request to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m.10:00 a.m., New York City London time, three (3) Business Days before a proposed Borrowing, and (b) in the case date of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day of a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower irrevocable and shall specify the following information: information in compliance with Section 2.02: (i) whether the names of the Co-Borrower(s) requesting such Borrowing(s) and the aggregate amount of such Borrowing(s), together with a schedule attached to such Borrowing then being requested is Request, which schedule shall specify (x) the amount required to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an funded by each Aleris Incremental Term Borrowing or a Revolving Credit BorrowingLender based on its pro rata share of the Aleris Incremental Term Loan Commitments (and which amount shall not exceed such Aleris 108 Incremental Term Lender’s Aleris Incremental Term Loan Commitment), which amount shall give effect to any net funding in respect thereof in accordance with the terms of the applicable Fee Letters, and whether such Borrowing which schedule shall clearly indicate each Aleris Incremental Term Lender that is net funding (for the avoidance of doubt, only arranger fees may be net funded) or (y) the amount required to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication funded by each Tranche A-1 Term Lender based on its pro rata share of the Tranche A-1 Term Commitments (and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower amount shall not be permitted to request a Eurodollar Borrowingexceed such Tranche A-1 Term Lender’s Tranche A-1 Term Commitment); ; (ii) the date of such Borrowing (Borrowing(s), which shall be a Business DayDay (and (A) in the case of the Aleris Incremental Term Loans, (x) such Business Day shall occur on or prior to the Aleris Incremental Commitment Termination Date, and (y) such date shall be the date that the Aleris Incremental Term Loans are to be funded into the Escrow Account pursuant to Section 2.21 and (B) in the case of Tranche A-1 Term Loans, such Business Day shall occur on or prior to the Tranche A-1 Commitment Termination Date); ; (iii) the number and location initial Interest Period to be applicable to each such Borrowing, which shall be a period contemplated by the definition of the account term “Interest Period” (and, in the case of the initial Interest Period applicable to Aleris Incremental Term Loans funded into the Escrow Account, shall be an Interest Period of one month); (iv) the location and number of such Co-Borrowers’ account(s) to which funds are to be disbursed (disbursed, which shall be an account that complies comply with the requirements of Section 2.02(c)); (iv) provided that, in the amount case of a Borrowing of Aleris Incremental Term Loans, such account shall be the Escrow Account; provided, further, that in the case of a Borrowing of Tranche A-1 Term Loans, the Co-Borrower shall direct that the proceeds of such BorrowingBorrowings received by the Administrative Agent shall be applied directly by the Administrative Agent to repay Initial Term Loans; and and (v) if such Borrowing is to be a Eurodollar Borrowingin the case of the initial Credit Extension hereunder, under the Interest Period with respect thereto; providedAleris Incremental Term Loan Commitments, howeverunder the Tranche A-1 Term Commitments, thator under any Incremental Term Loan Commitments, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with that the requirements conditions set forth in Section 2.024.03(b) - (d) have been satisfied as of the date of the notice, and in the case of Aleris Incremental Term Loans, that the Aleris Acquisition Closing Date and the Aleris Incremental Funding Date is expected to occur within three Business Days after the date designated pursuant to clause (ii) above, and that the conditions referred to in Section 6 of the Aleris Increase Joinder Amendment shall be satisfied on the Aleris Incremental Funding Date. If no election as Subject to the Type second proviso in the definition of Borrowing is specified “Interest Period,” and except as provided in any such noticeSection 2.21, then the requested Borrowing shall be an ABR Borrowing. If if no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRateSOFR Borrowing, then the Borrower Co-Borrowers shall be deemed to have selected an Interest Period of one three month's ’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each Lender's portion the amount of such ▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Administrative Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 1:00 2:00 p.m., New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon2:00 p.m., New York City time, on the one Business Day of before a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Administrative Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the initial Interest Period with respect theretothereto and (vi) a Borrowing Base Certificate as of such date; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to in accordance with this Section 2.03 (and the contents thereof), and of each Lender's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing (other than a Swingline Loan or Loan, a deemed Borrowing pursuant to Section 2.02(f) or a Mandatory Borrowing pursuant to Section 2.22(f), in each case, as to which this Section 2.03 shall not apply), the applicable Borrower shall hand deliver or fax to notify the Administrative Agent a duly completed Borrowing Request of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon1:00 p.m., New York City time, on the one Business Day of before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be signed confirmed promptly by hand delivery or on behalf fax to the Administrative Agent of the Borrower a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that that, until the Administrative Agent shall have notified the Lead Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27within 30 days after the Closing Date), 2001) the no Borrower shall not be permitted to request a Eurodollar BorrowingBorrowing with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c))disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender's portion ’s Pro Rata Percentage of the requested Borrowing.

Borrowing Procedure. In order to request (a) Each Borrowing shall be made upon the Borrower’s irrevocable delivery of a Borrowing (other than Request, appropriately completed and signed by a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f)Responsible Officer of the Borrower, as to which this Section 2.03 shall not apply)on behalf of the Borrower, the Borrower shall hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (aI) in the case of any Borrowing of Revolving Credit Loans, Revolving Administrative Agent and (II) in the case of any Borrowing of Term Loans, Administrative Agent (provided that the notices in respect of (x) the Borrowing of the Initial Term Loans on the Closing Date may be conditioned on the closing of the ▇▇▇▇ Acquisition, (y) any Borrowing of Revolving Credit Loans and/or Delayed Draw Term Loans may be conditioned on the closing of a Eurodollar Borrowingrelated Permitted Acquisition and (z) the Borrowing of the Eleventh Amendment Incremental Term Loans may be conditioned on the closing of the ▇▇▇▇▇▇▇ Acquisition). Each such notice must be received by the Administrativeapplicable Agent not later than (i) 1:00 p.m. (New York, not New York time) five, three (53) Business Days prior to the requested date of any Borrowing or continuation of Term SOFR Loans or any conversion of Base Rate Loans to SOFR Loans and (ii) 11:00 a.m., New York time, on the requested date of any Borrowing of Base Rate Loans or any conversion of SOFR Loans to Base Rate Loans; provided that the notices in respect of the Borrowing of the Initial Term Loans on the Closing Datenotice referred to in subclause (i) above may be delivered nonot later than 1:00 p.m., New York City time, three one (1) Business Days before a proposed BorrowingDay prior to the Closing Date or any Incremental Facility Closing Date, and (b) as applicable, in the case of the Initial Term Loans or Incremental Term Loans. Except as provided in Section 2.02 and Section 2.17, each Borrowing of Term SOFR Loans shall be in a minimum amount of $1,000,000 (or, with respect to Delayed Draw Term Loans, $2,000,000), or a whole multiple of $100,000 in excess thereof. Each Borrowing of(x) ABR Loans shall be in a minimum amount of $100,000 (or, with respect to Delayed Draw Term Loans, $2,000,000) or a wholean aggregate principal amount that is (i) an ABR Borrowing, integral multiple of $100,000 in excess thereofand not later less than 12:00 noon, New York City time, on the Business Day Minimum Borrowing Amount or (ii) equal to the remaining available balance of a proposed Borrowingthe applicable Commitments and (y) SOFR Loans shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being Class of Commitment that are requested is to be a Tranche A Term Borrowingfunded, a Tranche B Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments and Loans has been completed (which notice shall be given as promptly as practicable and, in any event, on or prior to July 27, 2001) the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the requested date of such the Borrowing (which shall be a Business Day); , (iii) the number and location amount of Loans to be borrowed, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the account Interest Period with respect thereto, and (vi) wire instructions of the account(s) to which funds are to be disbursed (which shall be an account that complies with disbursed. If the requirements Borrower fails to specify a Type of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be Loan in a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing then the applicable Loans shall comply be made as a ABRSOFR Loan with the requirements set forth in Section 2.02a one-month Interest Period. If no election as the Borrower fails to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be specify an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such noticea Term SOFR Loan, then the Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. The Administrative . (b) Following receipt of a Borrowing Request, the Administrativeapplicable Agent shall promptly advise notify each applicable Lender of the amount of its pro rata share of the applicable Lenders Class of Loans being requested. Subject to the last sentence of this Section 2.03(b), eachEach Lender shall make the amount of its Loan available to the Administrativeapplicable Agent by wire transfer of immediately available funds at the Administrative Agent’s payment office specified by the Administrativeapplicable Agent not later than 12:00 noon (New York, New York) on the Business Day specified as the applicable requested date of Borrowing in the applicable Borrowing Request. Subject to the last sentence of this Section 2.03(b), the AdministrativeThe applicable Agent shall make all funds so received available to the Borrower in like funds as received by the Administrativeapplicable Agent by causing the wire transfer of such funds, in each case, in accordance with instructions provided by the Borrower to the Administrativeapplicable Agent in the Borrowing Request. Notwithstanding the foregoing provisions of this Section 2.03(b), in the case of a Borrowing Request for the Eleventh Amendment Incremental Term Loans, the Borrower, the Administrative Agent and Blackstone may mutually agree to alternative arrangements for the funding of the Eleventh Amendment Incremental Term Loans. (c) The failure of any notice given pursuant Lender to this Section 2.03 (and make the contents thereof)Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, and if any, hereunder to make its Loan on the date of each Lender's portion such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the requested Loan to be made by such other Lender on the date of any Borrowing.