Common use of Borrowing Procedure Clause in Contracts

Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 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 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be 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, the Borrower shall notify hand deliver or send via facsimile to the Administrative Agent of such request by telephone a duly completed Borrowing Request (ai) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.11:00 a.m., New York City time, one Business Day before a proposed such Borrowing. Each such telephonic Borrowing Request Such notice shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, electronic mail or fax to the Administrative Agent of a written Borrowing Request and shall in each case specify the following information: (iA) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (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; (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 Commitment Termination 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 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 Commitment Termination 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 To request a Revolving Borrowing or Term Borrowing, the Borrower shall notify deliver, by hand delivery or facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Request for Credit Extension to the Administrative Agent of such request by telephone (ai) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 1:00 p.m., New York City time, one Business Day before a on the date of the proposed Borrowing. Each such telephonic Borrowing Request for Credit Extension for a Revolving Loan or a Term Loan shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following informationinformation in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Borrowing or an Incremental Term Borrowing and Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request or a Eurodollar Borrowing; (e) with an in the case of a Eurodollar Borrowing, the initial Interest Period in excess of one month; (ii) the date of such Borrowing (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; (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 which shall comply with the requirements of Section 2.02(c) and (g) if and to the extent required under Section 4.01, that the 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 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 Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a BorrowingBorrowing (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 hand deliver or fax to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Fixed Rate Borrowing, not later than 2:00 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 2:00 p.m.12:00 noon, New York City timeLocal Time, one on the Business Day before of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term currency and Class of such 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Daily Rate 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 disburseddisbursed (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 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 BorrowingBorrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.2(f), as to which this Section 2.3 shall not apply), the Borrower shall notify hand deliver or fax to the Administrative Agent of such request (or give telephonic notice promptly confirmed by telephone written notice) a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 (noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a US$ Term Borrowing or Loan Borrowing, a 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 thatprovided, that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments Commitment has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 7 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period Borrowing for any Loans denominated in excess of one monthUS 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; (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 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 BorrowingBorrowing (other than 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 notify telecopy (with receipt confirmed telephonically) to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.11:00 a.m., New York City time, one on the same Business Day before a as the proposed BorrowingBorrowing is to be made. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Tender Facility Borrowing, a Term Facility Borrowing, a Pre-Merger Revolving Facility Borrowing or an Incremental Term Borrowing a Post-Merger Revolving 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disburseddisbursed (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 '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 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a BorrowingBorrowing (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 of such request 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 2:00 p.m.12:00 p.m. (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 2:00 p.m.12:00 p.m. (noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disburseddisbursed (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 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, the Borrower shall notify hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of such request by telephone Exhibit B (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 noon, New York City time, one Business Day before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental a Revolving Credit Borrowing (and in the case of a Term Borrowing the Commitments pursuant to which the Loans comprising such Borrowing are to be made), and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be 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 disburseddisbursed (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 '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 '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 BorrowingBorrowing (other than 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 of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 (noon), New York City time, one Business Day before a proposed on the requested date of 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 confirmed promptly by hand delivery, electronic mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be 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 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 portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic e-mail or fax facsimile transmission to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be 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 BorrowingBorrowing (other than 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 notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 (noon), New York City time, one on the Business Day before prior to the requested date of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly in the form of a written Borrowing Request delivered by hand delivery, electronic mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Revolving Credit Borrowing, a Tranche A-1 Borrowing, a Tranche A-2 Borrowing, a Refinancing Revolving Loan Borrowing, a Refinancing Term Loan Borrowing or an Incremental Term Borrowing Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be 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 BorrowingBorrowing (other than a Swingline Dollar Borrowing or a deemed Borrowing pursuant to Section 2.2(f), as to which this Section 2.3 shall not apply), the applicable Borrower (or the Company on behalf of such Borrower) shall notify hand deliver or telecopy to the Administrative Agent of such request by 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 2:00 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 2:00 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such Borrowing Request (including a telephonic Borrowing Request Request) shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent applicable Borrower (or by the Company on behalf of a written Borrowing Request such Borrower) and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (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; (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 2.022.2 and, as applicable, Section 2.22. If no election as to the currency of Borrowing is specified in any such notice, then the requested Borrowing shall be denominated in dollars. 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 denominated in dollars or a Eurocurrency Borrowing if denominated in an Alternative Currency. If no indication is given whether such Borrowing is for a Swingline Borrowing or a Revolving Borrowing, such request shall be deemed to be for a Revolving 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 2.3 (and the contents thereof), and of each Lender’s 's portion of the requested BorrowingBorrowing and the account to which Loans made in connection with the requested Borrowing are to be wired. Each Borrower (other than the Company) hereby irrevocably authorizes the Company to sign all Borrowing Requests on behalf of such Borrower Subsidiary. The Company shall provide concurrent notice to the Swingline Lender (if the Swingline Lender is different than the Administrative Agent) of any requests made in accordance with this Section 2.3 to the Administrative Agent in respect of Swingline Loans.

Borrowing Procedure. In order to request a BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.02(f), the as to which this Section 2.03 shall not apply), a Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Refinancing Revolving Facility Borrowing or an Incremental Term Additional Revolving 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 has been completed (which notice Closing Date shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess ABR Borrowing comprised solely of one monthRefinancing 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 disburseddisbursed (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. In the case of an Additional Revolving Facility Borrowing, the Parent Borrower shall also deliver each applicable document specified in Section 4.03. 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 BorrowingBorrowing (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 hand deliver or telecopy to the Administrative Paying Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.11:00 a.m., New York City time, one on the Business Day before of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing and a Revolving Credit Borrowing, 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Acquisition 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 disburseddisbursed (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 '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 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a BorrowingBorrowing (other than a Competitive Borrowing or a deemed Borrowing pursuant to Section 2.02(f) hereof, as to which this Section 2.04 shall not apply), the Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.10:00 a.m., New York City timeDallas, one Texas on the date (which shall be a Business Day before Day) of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice Closing Date shall be given as promptly as practicable and, in any event, within 30 days after the Closing Datean ABR Borrowing), 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 disburseddisbursed (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 '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 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a BorrowingBorrowing (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 hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.11:00 a.m., New York City time, one on the Business Day before of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request 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 or an Incremental Term Borrowing and a Revolving Credit Borrowing, 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disburseddisbursed (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 '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 BorrowingBorrowing (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 of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be 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 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. (a) In order to request a BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03(a) shall not apply), the U.S. Borrower shall notify hand deliver or fax to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 2:00 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 2:00 p.m., New York City timeStandard Time, one Business Day before a the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request U.S. Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term U.S. Borrowing or an Incremental Term Borrowing and or, if at the time of such request the U.S. Commitments have been fully utilized, a Canadian Borrowing; (ii) whether such Borrowing is to be a 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (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 disburseddisbursed (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 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.03(a) (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order (a) Upon (i) any Disbursements being made in respect of one or more Letters of Credit or (ii) the occurrence of any Maturity Date for any Acceptance (whether or not, in the case of Letters of Credit, such Letters of Credit were issued to request a Borrowingsupport the obligations of any Borrower or any of their Subsidiaries (or any of their respective divisions) and in the case of Acceptances, whether or not such Acceptances were created to support the obligations of the Warnaco Sub Borrowers, the Sub Borrower, the U.S. Borrower or any of their Subsidiaries (or any of their respective divisions)), such Borrower shall notify (unless it shall have given notice to the Administrative Agent to the contrary prior to 3:00 p.m., Applicable Time, at least three Business Days prior to the date of such Disbursement or occurrence of such Maturity Date) be deemed to have delivered to the Administrative Agent a Borrowing Request pursuant to which such Borrower shall have been deemed to irrevocably request by telephone that the Fronting Bank make a LIBO Rate Loan to such Borrower with a six month Interest Period in a principal amount equal to the aggregate amount of (aA) in the case of a Eurodollar BorrowingU.S. Letters of Credit, not later than 2:00 p.m., New York City time, three Business Days before a proposed Borrowingthe Disbursements, and in the case of Non-U.S. Letters of Credit, the U.S. Dollar Equivalent of the Disbursements made on such date or (bB) in the case of an ABR Borrowingthe U.S. Borrower, not later than 2:00 p.m.the Warnaco Sub Borrowers or the Sub Borrower, New York City timethe aggregate face amount of those Acceptances having Maturity Dates on such date, one Business Day before a proposed Borrowingas applicable. Each such telephonic Borrower, as applicable, hereby acknowledges and agrees that each Borrowing Request shall deemed to be irrevocabledelivered hereunder, the making of a Loan by the Fronting Bank (a) to reimburse the Fronting Bank for Disbursements made under the Letters of Credit or (b) payment made on the Maturity Date of any Acceptance, and shall be confirmed promptly the acceptance by hand delivery, electronic mail or fax to any Borrower of the Administrative Agent proceeds of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be shall constitute a Term Borrowing or an Incremental Term Borrowing representation and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until warranty by the Administrative Agent shall have notified the Borrower Borrowers that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) on the date of such Borrowing (which both immediately before and after giving effect to such Borrowing and the application of the proceeds thereof) the statements made in Section 6.2.1 are in each case true and correct. Proceeds of such Loans shall be a Business Day); used to fund the Reimbursement Obligations in respect of (iiia) Letters of Credit under which one or more Disbursements were made and (b) as applicable, Acceptances which had Maturity Dates occurring, in each case, on the number and location date of the account to which funds are to be disbursed; (iv) Loan. Each of the amount parties hereto acknowledges and agrees that upon the satisfaction 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 precedent set forth in Section 2.02. If no election as to 6.1, 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 Existing Loans shall be deemed to have selected an Interest Period be Loans made by the Fronting Bank on the Effective Date under the terms of one month’s duration. The Administrative Agent this Agreement and shall promptly advise the applicable Lenders of any notice given thereafter accrue interest and fees pursuant to this Section 2.03 (and the contents thereof)terms hereof, and of each Lender shall continue to participate in such Loans in an amount equal to such Lender’s portion 's Percentage of the requested Borrowingoutstanding principal amount of the Existing Loans.

Borrowing Procedure. In order to request a Borrowing (other than a Competitive Borrowing, as to which this Section 2.04 shall not apply), the Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 p.m.11:00 a.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 2:00 p.m.10:00 a.m., New York City time, one Business Day before on the day of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and signed by or on behalf of the Borrower, shall be confirmed promptly accompanied by hand delivery, electronic mail or fax a Ratio Certificate (if the requested Borrowing is to be made prior to the Administrative Agent of a written Borrowing Request Raytheon Merger) and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disburseddisbursed (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 '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. (a) In order to request a BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.02(g) or a Swing Line Borrowing as to which this Section 2.03(a) shall not apply), the U.S. Borrower shall notify hand deliver, fax or send by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) to the Administrative Agent of such request by telephone a duly completed Borrowing Request (ax) in the case of a Eurodollar Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, 1:00 p.m. (Standard Time) three Business Days before a proposed Borrowing, and (by) in the case of an ABR Borrowing, Borrowing not later than 2:00 p.m., New York City time, 1:00 p.m. (Standard Time) one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to the Administrative Agent on behalf of a written Borrowing Request Responsible Officer of the U.S. Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term U.S. Revolving Borrowing or an Incremental a U.S. Term Borrowing and Borrowing, (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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (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 disburseddisbursed (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 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.

Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (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 case provisions of subsection 2.2(b) (a "Cash Advance") and/or (ii) by means of a Eurodollar Borrowingcredit against amounts due to the Vendor under the Vendor Procurement Contract in accordance with the provisions of subsection 2.2(c) (a "Credit Advance"). The Borrower shall deliver to the Agent a Borrowing Notice, not later than 2:00 p.m.which must be received by the Agent prior to 1:00 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) in the case of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic prior to the requested Borrowing Request shall be irrevocableDate, otherwise, and shall be confirmed promptly by hand delivery, electronic mail or fax to the Administrative Agent of a written Borrowing Request and shall which must specify the following information: (i) whether the requested Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided thatDate, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall amount to be a Business Day); borrowed, (iii) whether the number and location of the account to which funds are borrowing is to be disbursed; 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 amount borrowing is to be of such Borrowing; Eurodollar Loans, ABR Loans or a combination thereof and, if a combination thereof, the respective amounts of each and (v) if such Borrowing the borrowing is to be a entirely or partly of Eurodollar BorrowingLoans, the amounts of such Type of Loan and the respective lengths of the initial Interest Period with respect theretoPeriods therefor; provided, however, that, notwithstanding any contrary specification in that a Borrowing Notice requesting a Cash Advance on any Borrowing Request, each requested Borrowing shall comply with Date must be received by the requirements set forth in Section 2.02. If no election as Agent at least (A) three Business Days prior 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 Date, in any such notice, then case where 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 amount of the requested BorrowingCash 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 the 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.

Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (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 case provisions of subsection 2.2(b) (a "Cash Advance") and/or (ii) by means of a Eurodollar Borrowing, not later than 2:00 p.m.credit against amounts due to the Vendor under the Vendor Procurement Contract in accordance with the provisions of subsection 2.2(c) (a "Credit Advance"). The Borrower shall deliver to the Agent a Borrowing Notice which must be received by the Agent prior to 1:00 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) in the case of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic prior to the requested Borrowing Request shall be irrevocableDate, otherwise, and shall be confirmed promptly by hand delivery, electronic mail or fax to the Administrative Agent of a written Borrowing Request and shall which must specify the following information: (i) whether the requested Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided thatDate, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall amount to be a Business Day); borrowed, (iii) whether the number and location of the account to which funds are borrowing is to be disbursed; 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 amount borrowing is to be of such Borrowing; Eurodollar Loans, ABR Loans or a combination thereof and, if a combination thereof, the respective amounts of each and (v) if such Borrowing the borrowing is to be a entirely or partly of Eurodollar BorrowingLoans, 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 amounts of such 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 (Loan and the contents thereof), and of each Lender’s portion respective lengths of the requested Borrowinginitial Interest Periods therefor.

Borrowing Procedure. In order to request a BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.11:00 a.m., New York City time, one on the Business Day before of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disburseddisbursed (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 '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 BorrowingBorrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.01(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 notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Eurocurrency Rate Borrowing or Bankers’ Acceptance Borrowing, not later than 2:00 p.m., New York City time, three 1:00 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 2:00 p.m., New York City time, one Business Day before 12:00 p.m. on the date of a proposed Borrowing. Each such telephonic Borrowing Request request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term US Revolving Credit Borrowing or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Bankers’ Acceptance 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; (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 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 portion of the requested Borrowing.

Borrowing Procedure. In order to request a Term Borrowing, the Borrower Borrowers shall notify the Administrative Agent of such request by telephone or in writing (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 2:00 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 2:00 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, fax or electronic mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the such Borrower shall be deemed to have selected an Interest Period of one month’s 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.

Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify hand deliver or fax (or request telephonically with prompt hand delivery or fax made thereafter) to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar EuroDollar Borrowing, not later than 2:00 p.m.12:00 (noon), New York City time, three one Business Days Day before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing, not later than 2:00 p.m.12:00 (noon), New York City time, one Business Day before on the day of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing and whether such Borrowing is to be a Eurodollar EuroDollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) in respect of the Closing Date only, the number and location of the account to which funds are to be disburseddisbursed (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 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 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 the notice given pursuant to on the Closing Date in accordance with this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested BorrowingBorrowing on the Closing Date.

Borrowing Procedure. In order to request a BorrowingBorrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), the as to which this Section shall not apply), a Borrower shall notify hand deliver or fax to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Other Term Borrowing or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be 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 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 BorrowingBorrowing (other than 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 of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 (noon), New York City time, one Business Day before a proposed on the requested date of 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 confirmed promptly by hand delivery, electronic mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be 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 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 portion of the requested Borrowing.

Borrowing Procedure. In order to request a BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (or a Eurodollar Borrowing; provided that, that until the Administrative Agent Arranger shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 180 days after the Closing Date), the Borrower shall not only be permitted to request a (x) ABR Borrowings or (y) Eurodollar Borrowing) Borrowings with an Interest Period in excess of one monthseven days, unless otherwise agreed to by the Administrative Agent; (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 disburseddisbursed (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 's duration, except as set forth above. 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 BorrowingBorrowing (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 relevant Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing or a BA Rate Borrowing, not later than 2:00 p.m., New York City time, three 12:30 p.m. 3 Business Days (or 4 Business Days in the case of a Special Notice Currency) before a proposed Borrowing, Borrowing and (b) in the case of an ABR Borrowing or Canadian Base Rate Borrowing, not later than 2:00 p.m., New York City time, one 12:30 p.m. 1 Business Day before a proposed Borrowing. Each such telephonic Borrowing Request request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Class of Borrowing then being requested is to be a Dollar Term Loan Borrowing, Euro Term Loan Borrowing or an Incremental Term Borrowing a Revolving Credit Borrowing, requested 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 has been completed (which notice shall be given as promptly as practicable andor, in any eventthe case of a Borrowing in Canadian Dollars, within 30 days after the Closing Date), the Borrower shall not whether such Borrowing is to be permitted to request a Eurodollar BA Rate Borrowing or a Canadian Base Rate 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; (iv) the amount and currency of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing or a BA Rate Borrowing, the initial Interest Period or Interest Periods with respect theretothereto and (vi) the Revolving Credit Exposure (after giving effect to the proposed Borrowing); 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 or, in the case of a Borrowing in Canadian Dollars, a Canadian Base Rate Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the relevant Borrower shall be deemed to have selected an Interest Period of one 1 month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In After the Closing Date, in order to request a BorrowingBorrowing under the Revolving Loans (other than a deemed Borrowing pursuant to Section 2.02(g) hereof, as to which this Section 2.03 shall not apply), the Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 p.m.11:00 a.m., New York City Dallas, Texas time, three Business Days before a proposed BorrowingBorrowing under the Revolving Loans, and (b) in the case of an ABR Borrowing, not later than 2:00 p.m.10:00 a.m., New York City timeDallas, one Texas on the date (which shall be a Business Day before Day) of a proposed BorrowingBorrowing under the Revolving Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing under the Revolving Loans then being requested is to be a Term Borrowing or an Incremental Term 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 under the Commitments has been completed (which notice Revolving Loans on the Closing Date shall be given as promptly as practicable and, in any event, within 30 days after the Closing Datean ABR Borrowing), 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 under the Revolving Loans (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c)) hereof; (iv) the amount of such BorrowingBorrowing under the Revolving Loans; 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 under the Revolving Loans is specified in any such notice, then the requested Borrowing under the Revolving Loans 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 hereof (and the contents thereof), and of each Lender’s 's portion of the requested BorrowingBorrowing under the Revolving Loans.

Borrowing Procedure. In order to request (1) By delivering a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 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 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail or fax to the Administrative Agent of on or before 10:00 a.m. on a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be Business Day during a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date)calendar month, the Borrower shall may from time to time irrevocably request, on not less than three Business Days' notice, that a Borrowing be permitted made in an amount equal to request a Eurodollar Borrowingthe Project Costs due and payable on or before the thirtieth (30th) with an Interest Period in excess of one month; (ii) day after the date of such Borrowing Borrowing, including all Project Costs previously paid and all holdbacks permitted to be released under the Construction Lien Act (which shall be a Business Day)Ontario) less the sum of: (a) Project Costs funded by all previous Borrowings and Project Revenues; (iiib) holdbacks as required by the number and location of the account to which funds are to be disbursed; Construction Lien Act (iv) the amount of such BorrowingOntario); and (vc) if such after October 31, 2000 the Equity Contribution. Such Borrowing is to shall be made in a Eurodollar Borrowingminimum amount of US$1,000,000 and in an integral multiple of US$1,000,000 or in the unused amount of the applicable Commitments and no Borrowing shall be made on or after the Commitment Termination Date. The Borrower may, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, request that US$2,000,000 in excess of the amount set out above be included in such Borrowing provided any amounts previously advanced by the Lenders pursuant to this provision have been expended in full on Project Costs. The Borrower may, in any Borrowing Request, request that the amount requested in such Borrowing Request be advanced by the Lenders in two payments, to be made no more than twenty (20) days apart. If the Borrower delivered a Borrowing Request which requests that an advance be paid in part on the Borrowing Date and part at a later date, on such later date the Borrower will confirm that the provisions of Sections 5.2(1), (3), (5), (6) and (10) shall be true and correct on such date. The Borrower may not request more than two (2) Borrowings in any calendar month. On the terms and subject to the conditions of this Agreement, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to be comprised of the Type of Borrowing is Loans, and shall be made on the Business Day or Business Days, specified in any such noticeBorrowing Request. On the terms and subject to the conditions of this Agreement, then on or before 11:00 a.m. on such Business Day(s) each Lender shall deposit with 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 same day funds in an amount equal to this Section 2.03 (and the contents thereof), and of each such Lender’s portion 's Percentage of the requested Borrowing. Such deposit(s) will be made to the Administrative Agent's Account for Payments. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Borrowing Procedure. In order to request a BorrowingBorrowing (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 hand deliver or fax to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disburseddisbursed (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 '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, the Borrower shall notify hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of such request by telephone Exhibit C (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.37 12:00 noon, New York City time, one Business Day before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental a Revolving Credit Borrowing (and, in the case of a Term Borrowing, the Commitments pursuant to which the Loans comprising such Borrowing are to be made), and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (viv) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s '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 '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 Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 2:00 12:00 p.m., New York City time, (a) one Business Day before a proposed Borrowing of Eurodollar Loans on the Funding Date and (b) three Business Days before a proposed BorrowingBorrowing of Eurodollar Loans on any other date (or, in each case, such shorter period as may be agreed by the Administrative Agent) and (b) no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of an a Borrowing of ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed BorrowingLoans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Borrowing of Term Borrowing or an Loans, Revolving Credit Loans, Incremental Term Borrowing and whether such Borrowing is to be a Eurodollar Borrowing Loans or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one monthIncremental 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; (iv) the amount of such BorrowingBorrowing (stated in the Available Currency); and (v) 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 the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. 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 BorrowingBorrowing (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 of such request 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 2:00 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 2:00 p.m.12:00 (noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disburseddisbursed (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 BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) with respect to any Borrowing on the Closing Date, whether the such Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing and a Revolving Credit Borrowing; (ii) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (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 disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (ivv) the amount of such Borrowing; and (vvi) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vii) the expected Aggregate Credit Exposure on the date of such Borrowing (after giving effect to such Borrowing) and the Borrowing Base as set forth in the most recently provided Borrowing Base Certificate; 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 By delivery of a Borrowing Request to request a Borrowingthe Agent on or before 11:00 a.m., New York City time, on any day, the Borrower shall notify may request that the Administrative Bridge Loan be made on such day. By delivering a Borrowing Request to the Agent of such request by telephone at the Agent's Atlanta Office on or before 11:00 a.m., New York City time, on a Business Day, the Borrower may (a) request, on not less than one (1) Business Day's advance notice in the case of Base Rate Loans and not less than three (3) Business Days' advance notice in the case of Eurodollar Loans, that the Term Loan be made on the Merger Consummation Date; and (b) from time to time request, on not less than one (1) nor more than three (3) Business Days' notice, in the case of Base Rate Loans, and not less than three (3) nor more than five (5) Business Days' notice in the case of Eurodollar Loans, that a Borrowing of Revolving Loans be made on the Business Day specified in such Borrowing Request. Borrowings of Base Rate Loans shall be in a minimum aggregate amount equal to $250,000 and in integral multiples of $50,000 or, if less, the amount of the Revolving Loan Availability immediately prior to such Borrowing. Borrowings of Eurodollar BorrowingLoans shall be in a minimum aggregate amount of $500,000 and in integral multiples of $100,000. The Term Loan shall be made on the Merger Consummation Date, not later than and each Revolving Loan shall be made on the Business Day specified in the Borrowing Request therefor, which Business Day shall be on or after the Merger Consummation Date. On such Business Day, each Lender shall, on or before 2:00 p.m., New York City time, three Business Days before a proposed deposit same day funds with the Agent in an amount equal to such Lender's Percentage of the requested Borrowing, and (b) in such deposit to be made to such account as the case Agent shall specify from time to time by notice to the Lenders. The proceeds of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request all Borrowings shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail or fax made available to the Administrative Agent Borrower by wire transfer of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is such proceeds to be a Term Borrowing such transferees, or an Incremental Term Borrowing and whether to 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 accounts of the Commitments has been completed (which notice shall be given Borrower, as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period have specified 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; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect theretoRequest therefor; provided, however, that, notwithstanding any contrary specification that in each case the Agent shall be required to make available to the Borrower the proceeds of any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as only to the Type of Borrowing is specified extent received by it in same day funds from the Lenders. No Lender's obligation to make any such notice, then the requested Borrowing Loan shall be an ABR Borrowing. If no Interest Period with respect affected by any other Lender's failure to make any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested BorrowingLoan.

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

Borrowing Procedure. In order By delivering a Revolving Loan Borrowing Request to request the Agent on a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone Business Day on or before 10:00 a.m. (a) in the case of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time), the Borrower may from time to time irrevocably request a Loan to be made (a) (i) in respect of any Borrowing comprised of Revolving Loans denominated in Dollars bearing interest at the LIBO Rate, on not less than three nor more than five Business Days before a proposed BorrowingDays’ notice, and in respect of any Borrowing comprised of (ii) Revolving Loans denominated in an Alternate Currency bearing interest at the LIBO Rate, on not less than five nor more than ten Business Days, notice and (b) in respect of any Borrowing comprised of Revolving Loans denominated in Dollars bearing interest at the Alternate Base Rate, on not less than one Business Day’s notice. Each Revolving Loan Borrowing Request must be in an aggregate minimum amount of $10,000,000 and in integral multiples of $1,000,000, or the Foreign Currency Equivalent thereof in the case of Revolving Loans made in an ABR BorrowingAlternate Currency. Subject to the terms and conditions of this Agreement, not later than 2:00 p.m.each Revolving Loan Borrowing shall be made on the Business Day specified in the Revolving Loan Borrowing Request therefor. On such Business Day, each Lender shall deposit in an account maintained with the Agent same day funds, on or before 11:00 a.m. (New York City time) (or, one Business Day in the case of Loans denominated in a currency other than Dollars, on or before a proposed Borrowingmutually agreed upon time), in an amount equal to such Lender’s Percentage of the requested Revolving Loan Borrowing in the relevant currency, such deposit to be made to such account as the Agent shall specify from time to time by notice to the Lenders. Each such telephonic Borrowing Request No Lender’s obligation to make any Loan shall be irrevocable, and shall be confirmed promptly affected by hand delivery, electronic mail or fax any other Lender’s failure to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in make any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) Loan. If on the date of such the Revolving Loan Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds there are to be 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 noticeSwing Line Loans outstanding, then the requested proceeds of such Borrowing shall be an ABR Borrowing. If no Interest Period with respect applied, first, to any Eurodollar Borrowing is specified the payment in full of any such noticeSwing Line Loans, then and second, to the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise as provided in 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 BorrowingRevolving Loan Borrowing Request.

Borrowing Procedure. In order to request a BorrowingBorrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(e), as to which this Section shall not apply), the Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.11:00 a.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. Any Borrowing made on the Closing Date shall be an ABR Borrowing. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof)Section, and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a BorrowingBorrowing (other than a Swingline Loan, Section 2.02(g) or, if applicable, pursuant to Section 2.27, in each case as to which this Section 2.03 shall not apply), the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 2:00 p.m.1:00 p.m. 3 Business Days before a proposed borrowing, New York City time(b) in the case of a Eurocurrency Rate Borrowing (other than a Eurodollar Borrowing) or CDOR Rate Borrowing, three not later than 1:00 p.m. 4 Business Days before a proposed Borrowing, and (bc) in the case of an ABR Borrowing, not later than 2:00 p.m.12:00 p.m. on the date of a proposed Borrowing and (d) in the case of a Canadian Prime Rate Borrowing, New York City time, not later than 1:00 p.m. one Business Day before prior to the date of a proposed Borrowing. Each such telephonic Borrowing Request request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term relevant Class of such Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar CDOR Rate 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; (iv) the amount of such BorrowingBorrowing (stated in the relevant Available Currency); and (v) if such Borrowing is to be a Eurodollar Eurocurrency Rate Borrowing or a CDOR Rate 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 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 (i) in the case of US Dollar-Denominated Loans, an ABR Borrowing and (ii) in the case of Canadian Dollar-Denominated Loans, a Canadian Prime Rate Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Rate Borrowing or CDOR 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 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, the Borrower shall notify the Administrative Agent of such request by telephone hand delivery or e-mail to the Administrative Agent of a Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time, three Business Days before a proposed Borrowing, Borrowing (or such shorter period as may be agreed to by the Administrative Agent) and (b) in the case of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall irrevocable (provided that any such notice may be confirmed promptly by hand delivery, electronic mail or fax to conditioned on the Administrative Agent effectiveness of a written Borrowing Request the Closing Date) and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number location and location wire instructions for the account of the account Borrower to which such funds are to shall be disburseddelivered (which, for the Borrowing on the Closing Date, may be attached in the form of a funds flow); (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 Borrowing Request 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 Subject to request a Borrowingthe terms and provisions hereof, the Borrower may borrow the Loans in several advances, provided, however, that other than in respect of advances made on the Effective Date (subject to the terms of Article 5 hereof) advances will be made only once per calendar month. Except for the Loans to be made on the Effective Date, in regards to Borrower’s desire to borrow Loans, the Borrower shall notify deliver a Borrowing Request to the Administrative Agent and the Lenders on or before noon, Houston, Texas time, on a Business Day, at least five (5) Business Days prior to the date on which the Borrower requests disbursement for such respective Loan(s). Each Borrowing of Loans requested by the Borrower hereunder must be in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000 (prior to reduction in respect of OID of the amount of the advance in regards to any such request by telephone (aapplicable Borrowing) or, as applicable, in the case unused amount of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time, three Business Days before a proposed Borrowing, the Loan Commitment. No Loans may be advanced when any Default or Event of Default has occurred and (b) in the case of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Borrowingis continuing. Each such telephonic Borrowing Request shall irrevocable request may be irrevocable, and shall be made by telephone to the Agent confirmed promptly by hand delivery, electronic mail or fax facsimile to the Administrative Agent and the Lenders of a written the applicable Borrowing Request Request. On the terms and subject to the conditions of this Agreement, each Borrowing shall specify be made on the following information: (i) whether applicable Business Day on which the Borrower requested the Borrowing then being requested is to occur. Each Borrowing shall be a Term Borrowing or an Incremental Term Borrowing and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided thatmade by the Lenders by advancing their respective Loan into the Depositary Account and/or, until at the Administrative Agent shall have notified the Borrower that the primary syndication discretion of the Commitments has been completed (which notice shall be given as promptly as practicable andAgent, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request by advancing a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date portion or all of such Borrowing respective Loan into the Blocked Account on such date before noon, Houston, Texas time (which shall be a Business Day); (iii) the number and location of the account to which funds are to be 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 that such amount shall comply with be less the requirements set forth amount of OID applicable thereto as described in Section 2.022.1.1 above). If no election as No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan. For each Loan, the Borrower authorizes and directs the Lenders to make the proceeds of such Loan available to the Type of Borrowing is specified Borrower by transferring such proceeds in immediately available funds to the Depositary Account and, as applicable, the Blocked Account, provided that the Lender may deduct from such proceeds any such notice, then the requested Borrowing shall unpaid costs and expenses (including attorneys’ fees) and other amounts that are to be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then paid by the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise such respective Lender under the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested BorrowingLoan Documents.

Borrowing Procedure. In order to To request a BorrowingTerm Loan, the Borrower shall notify deliver, by hand delivery or telecopier fax or any other approved electronic transmission, a duly completed and executed Borrowing Request to the Administrative Agent of such request by telephone (ai) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.11:00 a.m., New York City time, one Business Day before a the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand deliverysubstantially in the form of Exhibit C hereto, electronic mail or fax appropriately completed to the Administrative Agent of a written Borrowing Request and shall specify the following informationspecify: (i) whether the Borrowing then being requested is aggregate principal amount of the Term Loans to be a Term Borrowing or an Incremental Term Borrowing and whether made pursuant to such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided thatBorrowing, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be 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; 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 duration. The Administrative Agent shall promptly advise give each Lender which is required to make Term Loans of the applicable Lenders Tranche specified in the respective Borrowing Request, notice of any notice given pursuant to this such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.03 (and the contents thereof), 2.14) and of each 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 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 Credit Extension that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Term Loan requested Borrowingon such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date and the 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 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 Borrower 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 By delivering a Borrowing Request to request the Agent at the Agent's Atlanta Office on or before 11:00 a.m., New York City time, on a BorrowingBusiness Day, the Borrower shall notify the Administrative Agent of such request by telephone may from time to time request, (ai) in the case of Revolving A Loans, on not less than two (2) Business Days' nor more than three (3) Business Days' notice and (ii) in the case of Revolving B Loans, on not less than one (1) Business Day notice, that a Eurodollar Borrowing of Revolving Loans be made on the Business Day specified in such Borrowing Request. The Borrowing Request shall specify whether such Borrowing is to be made as Revolving A Loans or Revolving B Loans. Borrowings of Revolving A Loans shall be in a minimum aggregate amount equal to $250,000 and in integral multiples of $50,000 or, if less, the amount of the Revolving A Loan Availability immediately prior to such Borrowing. Borrowings of Revolving B Loans shall be in a minimum aggregate amount equal to $50,000 and in integral multiples of $50,000 or, not later than if less, the amount of the Revolving B Loan Availability immediately prior to such Borrowing. Each Revolving Loan shall be made on the Business Day specified in the Borrowing Request therefor (including the initial Revolving Loans to be made on the Closing Date). On the day prior to such Business Day specified by the Borrower, each Lender shall, on or before 2:00 p.m., New York City time, three Business Days before a proposed deposit same day funds with the Agent in an amount equal to such Lender's Revolving Percentage of the requested Borrowing, and (b) such deposit to be made to such account as the Agent shall specify from time to time by notice to the Lenders. On the Business Day specified by the Borrower in the case Borrowing Request, the proceeds of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request all Borrowings shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail or fax made available to the Administrative Agent Borrower by wire transfer of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is such proceeds to be a Term Borrowing such transferees, or an Incremental Term Borrowing and whether to 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 accounts of the Commitments has been completed (which notice shall be given Borrower, as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period have specified 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; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect theretoRequest therefor; provided, however, that, notwithstanding any contrary specification that in each case the Agent shall be required to make available to the Borrower the proceeds of any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as only to the Type of Borrowing is specified extent received by it in same day funds from the Lenders. No Lender's obligation to make any such notice, then the requested Borrowing Loan shall be an ABR Borrowing. If no Interest Period with respect affected by any other Lender's failure to make any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested BorrowingLoan.

Borrowing Procedure. In order to request a Borrowing, the Lead Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in with respect to any event, within 30 days after Borrowing on the Closing Date), the Lead Borrower shall not be permitted to request a Eurodollar Borrowing) Borrowing with an Interest Period in excess of one monthmonth (unless otherwise agreed to by the Administrative Agent in its sole discretion); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; (v) the currency of such Borrowing and (vvi) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Lead Borrower shall be deemed to have selected an Interest Period of one month’s 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, the Borrower shall notify the Administrative Agent of such request by telephone (a) in Each Borrowing shall be made upon the case Borrower’s irrevocable delivery of a Eurodollar BorrowingBorrowing Request, not later than 2:00 p.m.appropriately completed and signed by a Responsible Officer of the Borrower, New York City timeon behalf of the Borrower, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail or fax to the 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 Xxxx Acquisition, (y) any Borrowing of Delayed Draw Term Loans may be conditioned on the closing of a written related Permitted Acquisition and (z) the Borrowing of the Eleventh Amendment Incremental Term Loans may be conditioned on the closing of the Xxxxxxx Acquisition). Each such notice must be received by the Administrative Agent not later than 1:00 p.m. (New York, New York time) five (5) Business Days prior to the requested date of any Borrowing; provided that the notices in respect of the Borrowing of the Initial Term Loans on the Closing Date may be delivered no later than one (1) Business Day prior to the Closing Date. Except as provided in 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 ABR Loans shall be in a minimum amount of $100,000 (or, with respect to Delayed Draw Term Loans, $2,000,000) or a whole multiple of $100,000 in excess thereof. Each Borrowing Request and shall specify the following information: (i) whether the Borrowing then being Class of Commitment that are requested is to be a Term Borrowing or an Incremental Term Borrowing and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided thatfunded, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the 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; (iv) . If the amount Borrower fails to specify a Type 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 with the requirements set forth in Section 2.02be made as a ABR Loan. 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 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 BorrowingBorrowing (other than a Swingline Loan, as to which this Section 2.03 shall not apply, and other than a deemed Borrowing of ABR Loans pursuant to Section 2.02(f)), the Borrower shall notify give telephonic notice to the Administrative Agent (promptly confirmed by delivery of such request by telephone a duly completed Borrowing Request) (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.10:00 a.m., New York City time, one on the Business Day before a of such 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 such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (ia) whether the Borrowing then being requested is to be a June 1998 Term Borrowing, September 1998 Term Borrowing or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (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; (iv) the amount of such Borrowingthereof; and (vc) 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. 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 and 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. The Administrative Agent shall will 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 BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.02(f) as to which this Section 2.03 shall not apply), the a Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar BorrowingEurocurrency Borrowing denominated in Dollars, not later than 2:00 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 2:00 p.m.12:00 (noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, electronic fax or e-mail or fax delivery to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Borrowing of U.S. Term Borrowing or an Loans, European Term Loans, Incremental Term Borrowing Loans of any other Class, Revolving Loans or Other Revolving Loans and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Dateor a FBR Borrowing), 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; (iv) the amount and currency of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, (x) each requested Borrowing shall comply with the requirements set forth in Section 2.022.02 and (y) no Borrowing may be requested to be made on the same day that a prepayment under Section 2.12 of Loans of the same Class and Type the requested Borrowing is scheduled to be made. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be in the case of Borrowing denominated in Dollars, an ABR Borrowing, and, in the case of a Borrowing denominated in a Designated Foreign Currency, a Eurocurrency Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 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, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic e-mail or fax facsimile transmission to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be 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 ‎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 ‎Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a BorrowingBorrowing (other than a Swingline Loan, an A/C Fronted 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 hand deliver or fax to the Administrative Agent of such request by 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 (other than an Alternative Currency Borrowing), not later than 2:00 p.m.12:00 (noon), New York City timeLocal Time, three Business Days before a proposed Borrowing, (b) in the case of an Alternative Currency Borrowing, not later than 12:00 (noon), Local Time, three Business Days before the date of the proposed Borrowing and (bc) in the case of an ABR Borrowing, not later than 2:00 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such Borrowing Request (including a telephonic Borrowing Request Request) shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to the Administrative Agent on behalf of a written Borrowing Request such Borrower and shall specify the following information: (i) whether the such Borrowing then being requested is to be a Term Borrowing, a Domestic Revolving Credit Borrowing or an Incremental Term a Multicurrency Revolving Credit Borrowing, (ii) if such Borrowing and is to be a Multicurrency Revolving Credit Borrowing, whether such Borrowing is to be a Eurodollar Dollar Borrowing or an Alternative Currency Borrowing; (iii) 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (iiiv) the date of such Borrowing (which shall be a Business Day); (iiiv) the number and location of the account to which funds are to be disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (ivvi) the amount of such Borrowing (which shall be specified in dollars, even if such Borrowing is to be made in an Alternative Currency); (vii) if such Borrowing is to be an Alternative Currency Borrowing, the Alternative Currency of such Borrowing; and (vviii) if such Borrowing is to be a Eurodollar Eurocurrency 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 is made as to whether a Revolving Credit Borrowing is to be a Domestic Revolving Credit Borrowing or a Multicurrency Revolving Credit Borrowing, then such Borrowing shall be deemed to be a Domestic Revolving Credit Borrowing if denominated in dollars and a Multicurrency Revolving Credit Borrowing if denominated in an Alternative Currency. If no election as to the currency of Borrowing is specified in any such notice, then the requested Borrowing shall be denominated in dollars. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR BorrowingBorrowing if denominated in dollars or a Eurocurrency Borrowing if denominated in an Alternative Currency. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the such Borrower shall be deemed to have selected an Interest Period of one month’s 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 BorrowingBorrowing and the account to which Loans made in connection with the requested Borrowing are to be wired.

Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of such request by telephone Exhibit B (a) in the case of a Eurodollar Borrowing, not later than 2:00 p.m.12:00 (noon), New York City Xxx Xxxx Xxxx time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 2:00 p.m.12:00 noon, New York City time, one Business Day before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, a Revolving Credit Borrowing or an Incremental a Growth Capital Borrowing (and in the case of a Term Borrowing the Commitments pursuant to which the Loans comprising such Borrowing are to be made), and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be 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 disburseddisbursed (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 '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 '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 or any Growth Capital Borrowing, as the case may be, 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, the Borrower shall notify the Administrative Agent of such request by telephone telephone, fax or other means of electronic transmission (a) in the case of a Eurodollar Borrowing, not later than 2:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed BorrowingBorrowing (or, in the case of the Closing Date, such later date prior to the Closing Date as the Administrative Agent may agree in its sole discretion) and (b) in the case of an ABR Borrowing, not later than 2:00 1:00 p.m., New York City time, one Business Day before on the day of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, fax or other means of electronic mail or fax transmission to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; (v) in the case of Revolving Loans, the currency in which such Borrowing is to be denominated; and (vvi) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If If, in the case of Revolving Loans denominated in Dollars, no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If in the case of the initial Borrowing of Term Loans on the Closing Date, no election as to the Type of Borrowing is specified in such notice, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period as specified in clause (d) of the definition of Interest Period. If no currency is specified with respect to any Revolving Credit Borrowing that is a Eurodollar Borrowing, then the Borrower shall be deemed to have requested a Borrowing in Dollars. In the case of Alternative Currency Revolving Loans, 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 (i) except in the case of the initial Borrowing of Term Loans on the Closing Date, an Interest Period of one month’s durationduration and (ii) in the case of the initial Borrowing of Term Loans on the Closing Date, an Interest Period as specified in clause (d) of the definition of Interest Period. 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 BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.02(f) or a Swingline Loan, as to which this Section shall not apply), the Borrower shall notify hand deliver or fax to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c); (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, 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)Section, and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a BorrowingBorrowing (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 hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR a Base Rate Borrowing, provided that any Borrowing (provided that, until on the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice Closing Date shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Base Rate 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 disburseddisbursed (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; and (vi) if applicable, whether the Borrowing then being requested is a Bank Facility Loan or an Additional Facility Loan (it being understood that no Borrowing shall be comprised of any Additional Facility Loans until the Aggregate Revolving Credit Exposures exceed the Bank Facility Amount); provided, however, that, (x) notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.022.02 and (y) upon the request of the Administrative Agent, during the period from and including the Closing Date to but excluding a date not more than 60 days after the Closing Date, the Borrower shall not be entitled to elect to make Eurodollar Borrowings. 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 '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 By delivering a Borrowing Request to request ------------------- the Administrative Agent on or before 11:00 a.m., New York time, on a BorrowingBusiness Day, the Borrower shall notify the Administrative Agent of such request by telephone may from time to time irrevocably request, on not less than one (a) in the case of a Eurodollar Borrowing, Borrowings of Base Rate Loans) and not later less than 2:00 p.m., New York City time, three Business Days before a proposed Borrowing, and (b) in the case of Borrowings of LIBO Rate Loans) nor more than five (in all cases) Business Days' notice, that a Borrowing be made in a minimum amount of $3,000,000 for the initial drawdown on the Revolving Loan Commitment and, for each drawdown thereafter, in a minimum amount of $500,000 and an ABR Borrowingintegral multiple of $100,000 (in the case of LIBO Rate Loans) or in a minimum amount of $100,000 and an integral multiple of $100,000 (in the case of Base Rate Loans) or in the unused amount of the applicable Commitment Amount. On the terms and subject to the conditions of this Agreement, not later than 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic each Borrowing Request shall be irrevocablecomprised of the type of Loans, and shall be confirmed promptly by hand deliverymade on the Business Day, electronic mail specified in such Borrowing Request (provided that the Borrowing made on the Closing Date shall be -------- comprised solely of Base Rate Loans). On or fax to before 12:00 noon, New York time, on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is Borrowing. Such deposit will be made to be a Term Borrowing or an Incremental Term Borrowing and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until account which the Administrative Agent shall have notified specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower that by wire transfer to the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), accounts the Borrower shall not be permitted have specified in its Borrowing Request. No Lender's obligation to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which make any Loan shall be a Business Day); (iii) the number and location of the account affected by any other Lender's failure to which funds are to be 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 make 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 BorrowingLoan.

Borrowing Procedure. In order to request a BorrowingBorrowing (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 hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an AXELs Series A Borrowing, an AXELs Series B Borrowing, an AXELs Series C Borrowing or a Revolving Credit Borrowing (and, if a Revolving Credit Borrowing, whether such Borrowing is an Incremental Term Borrowing Acquisition 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Base Rate 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 disburseddisbursed (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, (x) notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.022.02 and (y) upon the request of the Syndication Agent, the Administrative Agent and the Documentation Agent, during the period from and including the Closing Date to but excluding a date not more than 60 days after the Closing Date, the Borrower shall not be entitled to elect to make Eurodollar Borrowings. 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 '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.. 39 33

Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 2:00 p.m.12:00 noon, New York City time, three Business Days before a proposed BorrowingBorrowing or such shorter time as agreed to by the Administrative Agent, and (b) in the case of an ABR Borrowing, not later than 2:00 5:00 p.m., New York City time, one the Business Day before a prior to the proposed BorrowingBorrowing or such shorter time as agreed to by the Administrative Agent. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing Borrowing, and whether such Borrowing is to be a Table of Contents Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds funds, if any, are to be 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 and, if applicable, of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a BorrowingBorrowing (other than a Swingline Loan or deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.11:00 a.m., New York City time, one Business Day before on the day of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 14 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disburseddisbursed (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, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 2:00 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 2:00 p.m.12:00 (noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, 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, to request a Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request by telephone not later than 2:00 p.m., New York City time, one Business Day prior to the Closing Date. 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 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 BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.11:00 a.m., New York City time, one Business Day before on the day of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to a Responsible Officer on behalf of the Administrative Agent of a written Borrowing Request 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 or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disburseddisbursed (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 '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 BorrowingBorrowing (other than a Swingline Loan, a deemed Borrowing pursuant to Section 2.02(f) or a Loan made pursuant to Section 2.22(d) or Section 2.23(e), as to which this Section 2.03 shall not apply), the applicable Borrower shall notify deliver to the Administrative Agent of such request a duly completed Borrowing Request (or telephone the Administrative Agent, promptly confirmed with a written (including by telephone telecopy) and duly completed Borrowing Request) (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 2:00 12:30 p.m., New York City time, three Business Days (or, if such Borrowing is to be an Alternative Currency Borrowing, 12:30 p.m., New York time, four Business Days) before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 2:00 12:30 p.m., New York City time, one Business Day before a proposed Borrowing. Each such Borrowing Request (including a telephonic Borrowing Request Request) shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing; (ii) the currency of such Borrowing (which shall be Dollars or an Incremental Term Alternative Currency); (iii) if such Borrowing and is to be denominated in Dollars, 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (iiiv) the date of such Borrowing (which shall be a Business Day); , (iiiv) the number and location of the account to which funds are to be disbursed; (ivvi) the amount of such Borrowing (which shall be expressed in Dollars, regardless of whether such Borrowing is an Alternative Currency Borrowing); and (vvii) if such Borrowing is to be a Eurodollar Eurocurrency 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 currency of Borrowing is specified in any such notice, then the requested Borrowing shall be denominated in Dollars. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR BorrowingBorrowing if denominated in Dollars or a Eurocurrency Borrowing if denominated in an Alternative Currency. 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 BorrowingBorrowing and the account to which Loans comprising the requested Borrowing are to be wired.

Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) Upon any Disbursements being made in the case respect of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time, three Business Days before a proposed Borrowing, and one or more Letters of Credit (b) in the case of an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing and whether such Borrowing is Letters of Credit were issued to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until support the Administrative Agent shall have notified obligations of the Borrower that the primary syndication or any Subsidiary of the Commitments has been completed Borrower (which notice shall be given as promptly as practicable and, in or any event, within 30 days after the Closing Dateof their respective divisions)), the Borrower shall not (unless it shall have given notice to the Agent to the contrary prior to 3:00 p.m., New York time, at least three Business Days prior to the date of such Disbursement) be permitted deemed to have delivered to the Agent a Borrowing Request pursuant to which the Borrower shall have been deemed to irrevocably request that the Fronting Bank make a Eurodollar Borrowing) LIBO Rate Loan with an a three month Interest Period in excess a principal amount equal to the aggregate amount of one month; (ii) the Disbursements made on such date. The Borrower hereby acknowledges and agrees that each Borrowing Request deemed to be delivered hereunder, the making of a Loan by the Fronting Bank to reimburse the Fronting Bank for Disbursements made under the Letters of Credit and the acceptance by the Borrower of the proceeds of the Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing (which both immediately before and after giving effect to such Borrowing and the application of the proceeds thereof) the statements made in Section 6.2.1 are in each case true and correct. Proceeds of such Loans shall be a Business Day); (iii) used to fund the number and location Reimbursement Obligations in respect of Letters of Credit under which one or more Disbursements were made on the date of the account Loan. In addition, to which funds are to be disbursed; (iv) the extent that the amount available under the Loan Commitment is not sufficient to fund the entire aggregate 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 Disbursements made on the requirements set forth in Section 2.02. If no election as to date 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 noticeLoans are being made, then the Borrower shall have been deemed to request that Scotiabank, in its capacity as Swingline Bank under (and as defined in) the U.S. Credit Agreement, make a Swingline Advance (as such term is defined in the U.S. Credit Agreement) in an amount necessary to fund the remainder of such Disbursements (after giving effect to the Loans being made hereunder). Notwithstanding anything to the contrary contained herein, Scotiabank shall only be required to make such Swingline Advances if the Borrower has satisfied all of the conditions to making Swingline Advances under the U.S. Credit Agreement as in effect on the date of the making of such Swingline Advances and the Borrower hereby acknowledges and agrees that all the terms and conditions (including as to repayment, accrual of interest and otherwise) contained in the U.S. Credit Agreement shall be applicable to all Swingline Advances made pursuant to this Section. Each of the parties hereto acknowledge and agree that upon the satisfaction of the conditions precedent set forth in Section 6.1, the Existing Loans shall be deemed to have selected an Interest Period be Loans made by the Fronting Bank on the Effective Date under the terms of one month’s duration. The Administrative Agent this Agreement and shall promptly advise the applicable Lenders of any notice given thereafter accrue interest and fees pursuant to this Section 2.03 (and the contents thereof)terms hereof, and of each Lender shall participate in such Loans in an amount equal to such Lender’s portion 's Percentage of the requested Borrowingoutstanding principal amount of the Existing Loans.

Borrowing Procedure. In order to request a BorrowingBorrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.22(e), as to which this Section 2.3 shall not apply), the Borrower shall notify hand deliver or fax to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.10:00 a.m., New York City time, one Business Day before on the day of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or 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 thatprovided, until that for the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after 30-day period immediately following the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with Borrowing for any Eurodollar Loan having an Interest Period in excess of greater than one month); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (vi) that the conditions set forth in Sections 4.1(b)-(c) are satisfied on the date of such Borrowing Request; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.022.2. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s 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 BorrowingBorrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), the as to which this Section 2.03 shall not apply), a Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Euro Rate Borrowing, not later than 2:00 p.m.12:00 noon, New York City Dallas time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 2:00 p.m., New York City Dallas time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be an Incremental Tranche A Term Borrowing, a Tranche C Term Borrowing or an Incremental Term Borrowing a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Eurocurrency Borrowing, a EURIBOR Borrowing or an ABR Borrowing (provided that, that until the Administrative Syndication Agent shall have notified the Borrower Company and the Administrative Agent that the primary syndication of the Tranche C Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the First Amended and Restated Credit Agreement Closing Date), the Borrower Company shall not be permitted to request a Eurodollar Borrowingonly request, at its option, Tranche C Borrowings as either (x) ABR Borrowings or (y) Eurocurrency Borrowings with an one-month Interest Period in excess of one monthPeriods all ending on the same date); (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 disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c); (iv) the amount of such Borrowing; Borrowing and (v) if such Borrowing is to be a Eurodollar Euro Rate 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 Euro Rate 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 Revolving Borrowing or Term Borrowing, the Borrower shall notify deliver, by hand delivery or facsimile (or transmit by other electronic transmission, if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Request for Credit Extension to the Administrative Agent of such request by telephone (ai) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 1:00 p.m., New York City time, one Business Day before a on the date of the proposed Borrowing. Each such telephonic Borrowing Request for Credit Extension for a Revolving Loan or a Term Loan shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following informationinformation in compliance with Section 2.02: (ia) whether the requested Borrowing then being requested is to be a Borrowing of Revolving Loans or Term Borrowing or an Incremental Term Borrowing and Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request or a Eurodollar Borrowing; (e) with an in the case of a Eurodollar Borrowing, the initial Interest Period in excess of one month; (ii) the date of such Borrowing (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; (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 which shall comply with the requirements of Section 2.02(c) and (g) if and to the extent required under Section 4.01, that the 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 Revolving 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 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 Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order to request a BorrowingBorrowing (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 deliver (by hand, fax or telephone notice promptly confirmed in writing or by fax) to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 Noon, New York City time, one Business Day before a proposed BorrowingBorrowing (or the same Business Day, in the case of the initial Borrowing hereunder). Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disburseddisbursed (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 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, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 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 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 21 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess Borrowing 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; (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 BorrowingBorrowing (other than a Swingline Loan, an A/C Fronted 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 hand deliver or telecopy to the Administrative Agent of such request by 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 (other than an Alternative Currency Borrowing), not later than 2:00 p.m.12:00 (noon), New York City time, three Business Days before a proposed Borrowing, (b) in the case of an Alternative Currency Borrowing, not later than 12:00 (noon), local time of the jurisdiction of such Alternative Currency, three Business Days before the date of the proposed Borrowing and (bc) in the case of an ABR Borrowing, not later than 2:00 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such Borrowing Request (including a telephonic Borrowing Request Request) shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to the Administrative Agent on behalf of a written Borrowing Request such Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing and whether such Borrowing is to be a Eurodollar Dollar Borrowing or an Alternative Currency Borrowing; (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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (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 disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (ivv) the amount of such Borrowing (which shall be specified in dollars, even if such Borrowing is to be made in an Alternative Currency); (vi) subject to the limitations of Section 2.01, the currency of such Borrowing; and (vvii) if such Borrowing is to be a Eurodollar Eurocurrency 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 currency of Borrowing is specified in any such notice, then the requested Borrowing shall be denominated in the only currency permitted to be borrowed by such Borrower pursuant to Section 2.01. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR BorrowingBorrowing if denominated in dollars or a Eurocurrency Borrowing if denominated in an Alternative Currency. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the such Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested BorrowingBorrowing and the account to which Loans made in connection with the requested Borrowing are to be wired.

Borrowing Procedure. In order to To request a BorrowingRevolving Borrowing (other than a Revolving Borrowing occurring on the Closing Date), the Lead Borrower shall notify the Administrative Agent of such request by telecopy or electronic transmission (if arrangements for doing so have been approved by the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed) or telephone (apromptly confirmed by telecopy or electronic transmission) (i) in the case of a Eurodollar BorrowingBorrowing of LIBO Rate Loans, not later than 2:00 1:00 p.m., New York City time, three Business Days before a the date of the proposed Borrowing, and Borrowing or (bii) in the case of an ABR Borrowinga Borrowing of Base Rate Loans (other than Swingline Loans), not later than 2:00 1:00 p.m., New York City time, one Business Day before a on the date of the proposed Borrowing. Notwithstanding the foregoing, if Lead Borrower wishes to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration, or less than one month in duration with the consent of the Administrative Agent, in each case as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days before the date of the proposed Borrowing having an Interest Period other than one, two, three or six months in duration, whereupon the Administrative Agent shall give prompt notice to each applicable Lender whose consent is required with a relevant Revolving Commitment of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the proposed date of such Borrowing having an Interest Period other than one, two, three or six months in duration, the Administrative Agent shall notify Lead Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by such Lenders or the Administrative Agent, as applicable. Each such telephonic Notice of Borrowing Request shall be irrevocable, subject to Sections 2.09, 3.01 and 3.05, and shall be confirmed promptly by hand delivery, electronic mail delivery or fax telecopy to the Administrative Agent of a written Notice of Borrowing, appropriately completed and signed by Lead Borrower. Each such telephonic and written Notice of Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, information in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) compliance 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; (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 BorrowingBorrowing (other than a Swingline Loan as to which this Section shall not apply), the either Borrower shall notify hand deliver or fax to the Administrative Agent of such request (or give telephonic notice promptly confirmed by telephone written notice) a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing or any ABR Borrowing that is a Revolving Credit Borrowing, not later than 2:00 p.m., New York City 12:00 noon (Toronto time, ) three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing other than any ABR Borrowing that is a Revolving Credit Borrowing, not later than 2:00 p.m., New York City 12:00 noon (Toronto time, ) one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request respective Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term or, in the case of a Borrowing Request delivered by Corel, a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided thatBorrowing, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) with respect to Revolving Credit Borrowings, the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed; , (iv) the amount of such Borrowing; , and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the respective Borrower shall be deemed to have selected an Interest Period of one month’s '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.of

Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 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 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing of Loans or an a Borrowing of Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Restatement Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) Borrowing with an Interest Period in excess of one month); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Restatement Date shall commence on the Restatement and end on June 28, 2013; (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; (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. (a) In order to request a BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.02(f) as to which this Section 2.03(a) shall not apply), the U.S. Borrower shall notify hand deliver or fax to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Eurocurrency Borrowing, not later than 2:00 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 2:00 p.m., New York City timeStandard Time, one Business Day before a the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request U.S. Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term U.S. Borrowing or an Incremental Term Borrowing and or, if at the time of such request the U.S. Commitments have been fully utilized, a Canadian Borrowing; (ii) whether such Borrowing is to be a 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (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 disburseddisbursed (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 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.03(a) (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

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

Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify hand deliver or fax (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent of such request by telephone a duly completed Borrowing Request not later than (a) in the case of a the Borrowing to be made on the Closing Date, 12:00 (noon), New York City time, one Business Day before the proposed Borrowing and (b) in the case of any Incremental Term Loan Borrowing, (i) in the case of Eurodollar Borrowing, not later than 2:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and (bii) in the case of an ABR Borrowing, not later than 2:00 p.m.12:00 (noon), New York City time, one Business Day before a the proposed Borrowing. Each such telephonic Such Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be 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 BorrowingBorrowing (other than 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 notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 (noon), New York City time, one on the Business Day before prior to the requested date of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly in the form of a written Borrowing Request delivered by hand delivery, electronic mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Revolving Credit Borrowing, a Refinancing Revolving Loan Borrowing, a Refinancing Term Loan Borrowing or an Incremental Term Borrowing Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be 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 BorrowingBorrowing (other than a Swingline Loan or deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.11:00 a.m., New York City time, one Business Day before on the day of a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request 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 or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 14 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month); (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disburseddisbursed (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 '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 The Borrower shall give the Agent by means of a Loan or Letter of Credit Request Form, and the Agent will give the Lenders, notice of each borrowing under any Commitment in accordance with Section 4.3. Not later than 3:00 p.m. on the date specified for each borrowing under the applicable Commitment (other than the Swingline Commitment) each Lender will make available the amount of the Loan to request a Borrowingbe made by it on such date to the Agent, at the Principal Office, in immediately available funds, for the account of the Borrower. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower shall notify the Administrative Agent of such request by telephone (a) depositing the same, in immediately available funds, in an account of the case of Borrower (designated by the Borrower) maintained with the Agent at the Principal Office or (b) wire transferring such funds to a Eurodollar Borrowing, Person or Persons designated by the Borrower in writing. Swingline Lender at its option may accept telephone requests for Swingline Loans received not later than 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 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) 1:00 p.m. on the date of such Borrowing (which shall be requested borrowing. Any telephone request for a Business Day); (iii) the number and location of the account to which funds are to be 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 Swingline Loan by the Borrower shall be deemed promptly confirmed by delivery of written Loan or Letter of Request Form for such Swingline Loan via facsimile to have selected an Interest Period the Swingline Lender not later than 4:30 p.m. on the same date of one month’s durationsuch telephone request. The Administrative Agent shall promptly advise Not later than 3:00 p.m. on the applicable Lenders of any notice given pursuant to this Section 2.03 (and date specified for each borrowing under the contents thereof)Swingline Commitment, and of each Lender’s portion the Swingline Lender will make available the amount of the requested BorrowingSwingline Loan to be made by it on such date to the Borrower by (i) depositing the same, in immediately available funds, in an account of the Borrower (designated by the Borrower) maintained with the Swingline Lender at the Principal Office or (ii) wire transferring such funds to a Person or Persons designated by the Borrower in writing.

Borrowing Procedure. In order to request a BorrowingBorrowing (other than a Swingline Loan, an Australian Fronted 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 hand deliver or fax to the Administrative Agent of such request by 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 (other than an Alternative Currency Borrowing), not later than 2:00 p.m.12:00 (noon), New York City timeLocal Time, three Business Days before a proposed Borrowing, (b) in the case of an Alternative Currency Borrowing, not later than 12:00 (noon), Local Time, three Business Days before the date of the proposed Borrowing and (bc) in the case of an ABR Borrowing, not later than 2:00 1:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such Borrowing Request (including a telephonic Borrowing Request Request) shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to the Administrative Agent on behalf of a written Borrowing Request such Borrower and shall specify the following information: (i) whether the such Borrowing then being requested is to be a U.S. Term Borrowing, a Euro Term Borrowing, a Domestic Revolving Credit Borrowing or an Incremental Term a Multicurrency Revolving Credit Borrowing, (ii) if such Borrowing and is to be a Multicurrency Revolving Credit Borrowing, whether such Borrowing is to be a Eurodollar Dollar Borrowing or an Alternative Currency Borrowing; (iii) 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (iiiv) the date of such Borrowing (which shall be a Business Day); (iiiv) the number and location of the account to which funds are to be disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (ivvi) the amount of such Borrowing; (vii) if such Borrowing is to be an Alternative Currency Borrowing (other than a Euro Term Borrowing), the Alternative Currency of such Borrowing; and (vviii) if such Borrowing is to be a Eurodollar Eurocurrency 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 is made as to whether a Revolving Credit Borrowing is to be a Domestic Revolving Credit Borrowing or a 50 Multicurrency Revolving Credit Borrowing, then such Borrowing shall be deemed to be a Domestic Revolving Credit Borrowing if denominated in dollars and a Multicurrency Revolving Credit Borrowing if denominated in an Alternative Currency. If no election as to the currency of a Borrowing is specified in any such notice, then the requested Borrowing shall be denominated in dollars (other than any requested Euro Term Borrowing, which shall be denominated in Euro). If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR BorrowingBorrowing if denominated in dollars or a Eurocurrency Borrowing if denominated in an Alternative Currency. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the such Borrower shall be deemed to have selected an Interest Period of one month’s 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 BorrowingBorrowing and the account to which Loans made in connection with the requested Borrowing are to be wired.

Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 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 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing of Loans or an a Borrowing of Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) Borrowing with an Interest Period in excess of one month); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Closing Date shall commence on the Closing Date and end on March 31, 2013; (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; (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 BorrowingBorrowing (other than a Swingline Loan or deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall notify hand deliver or fax to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.11:00 a.m., New York City time, one Business Day before on the 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 such telephonic Borrowing Request shall be irrevocableirrevocable (other than any Borrowing Request with respect to the Borrowing of Term Loans on the Closing Date), and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disburseddisbursed (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 '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, the Borrower a Credit Party shall notify hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of such request by telephone Exhibit C (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 (noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request applicable Credit Party and shall specify the following information: (i) the name of the applicable Credit Party; (ii) whether the Borrowing then being requested is to be a U.S. Term Borrowing or an Incremental a Swiss Term Borrowing Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (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 disburseddisbursed (which account shall be maintained in the United States of America); (ivv) the amount of such Borrowing; and (vvi) 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 applicable Credit Party shall be deemed to have selected an Interest Period of one month’s '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 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 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 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing of Loans or an a Borrowing of Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) Borrowing with an Interest Period in excess of one month); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Closing Date shall commence on the Closing Date and end on September 28, 2012; (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; (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 BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.02(f) as to which this Section 2.03 shall not apply), the a Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar BorrowingEurocurrencyTerm SOFR Borrowing denominated in Dollars, not later than 2:00 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 2:00 p.m.12:00 (noon), New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, electronic fax or e-mail or fax delivery to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Borrowing of Tranche B-1 U.S. Term Borrowing or an Loans, Tranche B-2 U.S. Term Loans, Tranche B-3 U.S. Term Loans, European Term Loans, Incremental Term Borrowing Loans of any other Class, Revolving Loans or Other Revolving 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Dateor a FBR Borrowing), 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; (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 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. DOCPROPERTY DPWPathText \* MERGEFORMAT #97135163v1 commencing with the 2016 Restatement Date or ending with the Revolving Credit Maturity Date or the date on which the Commitments of such Lender shall expire or be terminated); provided that (i) if any Revolving Credit Exposure remains outstanding following any such expiration or termination of the Revolving Credit Commitments, the Facility Fees with respect to such Revolving Credit Exposure shall continue to accrue for so long as such Revolving Credit Exposure remains outstanding and shall be payable on demand and (ii) if any Revolving Credit Lender shall become a Defaulting Lender, the portion of such Facility Fee attributable to the unused amount of the Revolving Credit Commitment of such Defaulting Lender shall cease to accrue and shall not be payable hereunder for so long as such Revolving Credit Lender shall be a Defaulting Lender. All Facility Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

Borrowing Procedure. In order to request a Borrowing, the Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 p.m.10:30 a.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 2:00 p.m.10:30 a.m., New York City time, one Business Day before on the day of a proposed Borrowing. Each such telephonic Borrowing Request Such notice shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, electronic mail or fax to the Administrative Agent of a written Borrowing Request and shall in each case specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); ) and the amount thereof, (iii) the number and location of the account to which funds are to be 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, howeverwhich shall not end after the Maturity Date, that, notwithstanding any contrary specification in any and (iv) whether such Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02is of Revolving Loans or Term Loans. 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. Notwithstanding any other provision of this Agreement to the contrary, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect to such Borrowing 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 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a BorrowingBorrowing (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 notify hand deliver or fax to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 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 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disburseddisbursed (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 '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. Borrower may from time to time by written telecopied notice or notice transmitted electronically through the Agent's Execubank Service (the "Notice of Borrowing") delivered by not later than 11:00 a.m. (Central Time) on any Business Day to the Agent (which shall give notice thereof to each other Bank on or before 12:30 p.m. on such Business Day) request Loans from all Banks in an integral multiple of $1,000.00 to be made on the same Business Day specified in such notice. On or before 2:00 p.m., Central Time, on the date specified in such notice, each Bank shall furnish or make available for the account of the Agent, in immediately available funds, or the Agent shall have been advised of a confirming Federal Reserve Bank wire number, an amount equal to such Banks' Percentage of the aggregate amount of Loans requested. All Loans shall be made at the office of the Agent by credit in immediately available funds to Borrower's general deposit account maintained with the Agent on the Business Day specified. In order the case of any Loan by any Bank other than the Agent, the Agent shall be required to request make such credit only to the extent that it shall have received immediately available funds or been advised of a confirming Federal Reserve Bank wire number from such Bank as above provided. Each Notice of Borrowing shall be in the form of EXHIBIT A attached hereto. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Agent such Banks' Percentage of such Borrowing, the Borrower shall notify the Administrative Agent of may assume that such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 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 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each Bank has made such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail or fax portion available to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) on the date of such Borrowing (which in accordance with this Section 2.2 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding meant. If and to the extent such Bank shall be a Business Day)not have so made such Percentage available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding meant together with interest thereon, for each day from the date such mount is made available to the Borrower until the date such amount is repaid to the Agent, at the Reference Rate; (iii) PROVIDED, HOWEVER, if such Bank shall repay to the number and location of the account to which funds are to be disbursed; (iv) Agent such corresponding amount, the amount repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement. The failure of any Bank to make the Loan as part of any Borrowing shall not relieve any other Bank of its obligation to make its Loan on the date of such Borrowing; and (v) if such Borrowing is , but no Bank shall be responsible for the failure of any other Bank to make the Loan 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 made by 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 durationother Bank. The Administrative Agent shall promptly advise the applicable Lenders use its best efforts to give Borrower notice of any notice given pursuant Banks' failure to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowingmake its Loan.

Borrowing Procedure. In order to request a BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.23(g), as to which this Section 2.03 shall not apply), the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Tranche X-0 Xxxxxxxxx, Xxxxxxx X-0 Borrowing or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be 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 BorrowingBorrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.01(a)(i), 2.02(f) or, if applicable, pursuant to Section 2.25, in each case, as to which this Section 2.03 shall not apply), the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, Borrowing not later than 2:00 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 2:00 p.m., New York City time, 12:30 p.m. one Business Day before a proposed Borrowing. Each Subject to Section 2.14, each such telephonic Borrowing Request request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a First-Lien Term Loan Borrowing, a Second-Lien Term Loan Borrowing or an Incremental Term Borrowing a Revolving Credit Borrowing, and, if applicable, the relevant Class thereof 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be 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 theretothereto and (vi) the Revolving Credit Exposure (after giving effect to the proposed Borrowing); 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 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 BorrowingBorrowing (other than a Swingline Loan, the as to which this Section 2.03 shall not apply), a Borrower shall notify hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request in the form of such request by telephone Exhibit A (a) in the case of an Alternative Currency Borrowing and in the case of a Eurodollar LIBOR Borrowing, not later than 2:00 p.m.11:00 a.m., New York City time (or, if the Borrowing Request is delivered or telecopied to the Administrative Agent in London, 1:00 p.m., London time), three Business Days before a proposed Borrowing, Borrowing and (b) in the case of an ABR BorrowingBorrowing denominated in Dollars, not later than 2:00 p.m.12:00 noon, New York City time, one Business Day before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Effective Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: (i) the Borrower requesting such Borrowing (and be signed by or on behalf of such Borrower); (ii) whether such Borrowing is to be a Periodic Access Borrowing, a U.S. $ Revolving Credit Borrowing or a Multi-Currency Revolving Credit Borrowing; (iii) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing and whether such Borrowing is to be a Eurodollar LIBOR Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); (iiiiv) the number and location of the account to which funds are to be disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c) and, in the case of a Borrowing denominated in Dollars, shall be at an office of the Administrative Agent in New York City or London); (ivv) the date of such Borrowing (which shall be a Business Day and, in the case of a Periodic Access Borrowing to be made after the Effective Date, shall be within a Periodic Access Availability Period); (vi) the amount of such Borrowing (which shall be expressed in Dollars, regardless of whether such Borrowing is an Alternative Currency Borrowing); (vii) the currency of such Borrowing (which shall be Dollars, in the case of any U.S. $ Revolving Credit Borrowing or ABR Borrowing, and otherwise shall be Dollars or an Alternative Currency); and (vviii) if such Borrowing is to be a Eurodollar LIBOR 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 currency of Borrowing is specified in any such notice, then the requested Borrowing shall be denominated in Dollars. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR BorrowingBorrowing if denominated in Dollars or a LIBOR Borrowing if denominated in an Alternative Currency. If no Interest Period with respect to any Eurodollar LIBOR Borrowing 43 38 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 (and in any event on the same day that the Administrative Agent receives such notice, if received by 11:00 a.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing and, in the case of an Alternative Currency Borrowing, of the Alternative Currency amount of such Borrowing and the Spot Exchange Rate utilized to determine such amount. If a Borrower in respect of an outstanding Revolving Credit Borrowing 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 such Borrowing and requesting that such Borrowing be refinanced, then such Borrower shall (unless such Borrower has notified the Administrative Agent, not fewer than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Revolving Credit Borrowing of equivalent amount in the same currency, and such new Borrowing shall be an ABR Borrowing if denominated in Dollars or a LIBOR Borrowing with an Interest Period of one month's duration if denominated in an Alternative Currency. The sum of (a) the aggregate principal amount of Borrowings by the EEIG Borrower, plus (b) the Aggregate L/C Exposure under Letters of Credit issued at the request of the EEIG Borrower, at any one time outstanding, shall not exceed $575,000,000.

Borrowing Procedure. In order to (a) To request a Borrowing, the Borrower Designated Company shall notify 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 11.01(b) and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m., New York City time, one Business Day before a the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following informationinformation in compliance with Section 2.02: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 names of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after Co-Borrower(s) requesting such Borrowing(s) and the Closing Dateaggregate amount of such Borrowing(s), 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 (Borrowing(s), which shall be a Business DayDay (and in the case of the Aleris Incremental Term Loans, occurring prior to the Aleris Incremental 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”; (iv) the location and number of such Co-Borrowers’ account(s) to which funds are to be disbursed; (iv) , which shall comply with the amount requirements of such BorrowingSection 2.02(c); 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 or under any Incremental Term Loan Commitments, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with that the requirements conditions set forth in Section 2.024.03(b) - (d) have been satisfied as of the date of the notice, and in the case of Aleris Incremental Term Loans, that the conditions referred to in Section 4.04 shall be satisfied as of the date designated pursuant to clause (ii) above. If no election as Subject to the Type second proviso in the definition of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If “Interest Period,” if no Interest Period is specified with respect to any requested Eurodollar Borrowing is specified in any such noticeRate Borrowing, then the Borrower Co-Borrowers shall be deemed to have selected an Interest Period of one three month’s duration. The Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender’s portion Loan to be made as part of the requested Borrowing.. (b)

Borrowing Procedure. In order to request a Borrowing, the applicable Borrower shall notify hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of such request by telephone Exhibit C (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 noon, New York City time, one Business Day before a proposed Borrowing; provided, however, that Borrowing Requests with respect to 34 27 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 such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request applicable Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and , (viv) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect theretothereto and (v) whether such Borrowing is to be a Revolving Credit Borrowing or an Interim Standby 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 applicable Borrower shall be deemed to have selected an Interest Period of one month’s '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 's portion of the requested Borrowing. If the applicable 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 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. If the applicable 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 Interim Standby Borrowing requesting that such Borrowing by 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) to 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 BorrowingBorrowing (other than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall notify hand deliver or fax to the Administrative Agent of such request by telephone a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 2:00 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 2:00 p.m.12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, electronic mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or an Incremental Term Borrowing 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess of one month; (ii) the date of such Borrowing (which shall be a Business Day); , (iii) the number and location of the account to which funds are to be disburseddisbursed (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 '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 BorrowingBorrowing (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 of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 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 2:00 p.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 21 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing) with an Interest Period in excess Borrowing 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; (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 BorrowingBorrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f) or (g) 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), as to which this Section 2.03 shall not apply), the relevant Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Euro Rate Borrowing or Bankers’ Acceptance Borrowing, not later than 2:00 p.m., New York City time, three 1:00 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, 5 Business Days), and (b) in the case of an ABR Borrowing or a Canadian Prime Rate Borrowing, not later than 2:00 p.m., New York City time, one 1:00 p.m. 1 Business Day before a proposed Borrowing. Each such telephonic Borrowing Request request shall be irrevocable, and shall be confirmed promptly by hand delivery, electronic mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a US Term Borrowing, a Canadian Term Borrowing, a US Revolving Credit Borrowing or an Incremental Term Borrowing a Multicurrency Revolving Credit Borrowing, 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 has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Bankers’ Acceptance 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; (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 Euro 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 Euro Rate Borrowing is specified in any such notice, then the relevant Borrower shall be deemed to have selected an Interest Period of one 1 month’s duration. If no term with respect to any Bankers’ Acceptance Borrowing is specified in any such notice, then the Canadian Revolver 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 portion of the requested Borrowing.