Common use of Borrowing Procedure Clause in Contracts

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery, telecopier or other electronic transmission if arrangements for doing so have been approved mail (in writing (including via email) pdf form and then followed by the Administrative Agentoriginal via overnight mail), a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 2:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location (which shall be an account in the United States) and number of the Borrower’s account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or a Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy) (a) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time time, three Business Days before the date of the proposed Borrowing or (or such b) in the case of an ABR Borrowing, not later time on such than 1:00 p.m., New York City time, one Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.18(e) may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, given not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or a Term LoansLoan Borrowing; (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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;; provided that until the earlier of (i) the date which is 30 days after the Closing Date and (ii) the date on which a successful syndication of the Loans and Commitments shall have been declared by the Joint Lead Arrangers, Borrower shall only be permitted to request an Interest Period of seven days; and (f) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period proviso of one month’s durationclause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To In order to request a Revolving Term Loan Borrowing or Term Loan a Revolving Credit Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent (a) in the case of a Revolving Borrowing, such request by telephone not later than 12:00 p.m., New York City time time, (or such later time on such a) one Business Day before a proposed Borrowing of Eurodollar Loans on the Funding Date and (b) three Business Days before a proposed Borrowing of Eurodollar Loans or SOFR Loans on any other date (or, in each case, such shorter period as may be reasonably acceptable to agreed by the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not and no later than 12:00 p.m., New York City time, (1) one on the Business Day before the date of a proposed Borrowing in the proposed Borrowingcase of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information in compliance with Section 2.02: information: (ai) whether the Borrowing then being requested Borrowing is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Term Incremental Revolving Loans; ; (b) the aggregate amount of such Borrowing; (cii) the date of such Borrowing, Borrowing (which shall be a Business Day; ); (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fiii) the number and location and number of the account to which funds are to be disbursed; (iv) the amount of such Borrowing (stated in the Available Currency); and (v) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans, Eurodollar Loans or SOFR Loans and (g) , if Eurodollar Loans or SOFR Loans, the Interest Period with respect to each Credit Extension made after the Closing Datethereto; provided, however, that the conditions 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 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as Interest Period with respect to the Type of any Eurodollar Borrowing or SOFR Borrowing is specifiedspecified in any such notice, then the requested Borrowing Borrower shall be a Eurodollar Borrowing with deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the The Administrative Agent shall promptly advise each Lender the applicable Lenders of any notice given pursuant to this Section 2.03 (and the details thereof contents thereof), and of the amount of such each Lender’s Loan to be made as part portion of the requested Borrowing. Notwithstanding anything to the contrary set forth herein, no request for Borrowing of Eurodollar Loans may be made for a Borrowing Date occurring after June 30, 2023.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or Term LoansLoan Borrowing; (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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”"; provided that at any time on or before the earlier of (x) the date on which the Lead Arranger shall have notified Borrower that a Successful Syndication has been achieved and (y) the thirtieth day following the Closing Date, the Interest Period shall be seven days; (f) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If 's duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 2:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month(or, or (b) in the case of Eurodollar Borrowings that are Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing) or (ii) in the case of an ABR Borrowing, not later than 12:00 noon., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), on the Business Day prior to the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing DateExtension, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Lead Borrower shall deliver, notify the Administrative Agent of such request by facsimile telecopy or other electronic transmission (if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent 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 Revolving BorrowingBorrowing of LIBO Rate Loans, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datea Borrowing of Base Rate Loans (other than Swingline Loans), not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each such telephonic Notice of Borrowing Request shall be irrevocable irrevocable, subject to Sections 2.09 and 3.01, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Notice of Borrowing in a form approved by the Administrative Agent and signed by the Lead Borrower. Each such telephonic and written Notice of Borrowing shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR a Borrowing of Base Rate Loans or a Eurodollar BorrowingBorrowing of LIBO Rate Loans; (ed) in the case of a Eurodollar BorrowingBorrowing of LIBO Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;; provided that if the Borrowers wish to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m., New York City time, four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to each Lender of such request and determine whether the requested Interest Period is acceptable to all of them and the Administrative Agent shall notify the Lead Borrower (which notice may be by telephone) not later than 11:00 a.m., New York City time, three Business Days before the requested date of such Borrowing, conversion or continuation whether or not the requested Interest Period has been consented to by such Lenders; and (fe) the location and number of the account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an of Base Rate Loans. If no Interest Period is specified with respect to any requested Borrowing of one month’s duration. If LIBO Rate Loans, then the Lead Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Notice of Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Each Revolving Borrowing or Term Loan Credit Borrowing, each conversion of a Borrowing from one Type to the other, and each continuation of a Eurodollar Rate Borrowing shall be made upon the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Representative’s irrevocable notice to Administrative Agent, a duly completed and executed Borrowing Request to the which may be given by telephone. Each such notice must be received by Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time 11:00 a.m. (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), i) three (3) Business Days before prior to the requested date of any Borrowing of, conversion to or continuation of a Eurodollar Rate Borrowing or of any conversion of a Eurodollar Rate Borrowing to a Base Rate Borrowing, and (ii) on the proposed requested date of any Base Rate Borrowing. Each telephonic notice by the Borrower Representative pursuant to this Section 2.1(b) must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Each Borrowing of, conversion to or continuation of a Eurodollar Rate Borrowing shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof. Except as provided in Sections 2.2(c) and 2.3(c), each Borrowing of or conversion to a Base Rate Borrowing shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof; provided that a Revolving Base Rate Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings an amount equal to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed BorrowingAvailability. Each Borrowing Request shall be irrevocable and (whether telephonic or written) shall specify the following information in compliance with Section 2.02: (aA) whether the requested Borrowing Borrower Representative is requesting a Revolving Credit Borrowing, a conversion of Borrowings from one Type to be the other, or a Borrowing continuation of Revolving Loans or Term Loans; Borrowings, (bB) the aggregate amount of such Borrowing; (c) the requested date of such the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day; ), (dC) whether such Borrowing is the principal amount of Borrowings to be an ABR Borrowing borrowed, converted or a Eurodollar Borrowing; continued, (eD) in the case Type of a Eurodollar Borrowing, the initial Interest Period Borrowings to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account borrowed or to which funds existing Borrowings are to be disbursed; and converted, and (gE) if applicable, the duration of the Interest Period with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s durationthereto. If the Borrower Representative fails to specify a Type of Borrowing in a Borrowing Request or if the Borrower Representative fails to give a timely notice requesting a conversion or continuation, then the applicable Borrowing shall be made as, or converted to, a Base Rate Borrowing. Any such automatic conversion to Base Rate Borrowings shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Borrowing. If the Borrower Representative requests a Borrowing of, conversion to, or continuation of a Eurodollar Rate Borrowing in any such Borrowing Request, but fails to specify an Interest Period, the Borrower it will be deemed to have specified an Interest Period of one (1) month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a In the case of Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliverLoans and EPL Loans, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, delivering a duly completed and executed Borrowing Request to the Administrative Agent on or before noon, New York time, on a Business Day, the Borrower, in the case of Revolving Loans, or EPL, in the case of EPL Loans, may from time to time irrevocably request, on the same Business Day’s notice in the case of Base Rate Loans, or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing be made, (a) in the case of a Revolving BorrowingLIBO Rate Loans, not later than 12:00 p.m.in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 or, in either case, in the unused amount of the Revolving Loan Borrowings Availability or the EPL Loan Availability, as applicable; provided, that no LIBO Rate Loans may be advanced when any Default, Borrowing Base Deficiency or EPL Borrowing Base Deficiency has occurred and is continuing. Each such irrevocable request may be made by telephone confirmed promptly by hand delivery, electronic mail or facsimile to the Administrative Agent of the applicable Borrowing Request. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the Type of Loans, and shall be made on the Closing DateBusiness Day, not later than 12:00 specified in such Borrowing Request. In the case of Revolving Loans or EPL Loans, on or before 11:00 a.m., New York time, on such Business Day (or 3:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar BorrowingBase Rate Loan requested on the same Business Day), each Lender that has a Revolving Loan Commitment or EPL Loan Commitment, as applicable, to make the initial Interest Period Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to be applicable thereto, which shall be a period contemplated by the definition such Revolving Lender’s Percentage of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is madeor such EPL Lender’s Percentage of the requested Borrowing, as applicable. If no election as Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Type of Borrowing is specifiedRevolving Lenders or EPL Lenders, then as applicable. To the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If extent funds are received from the Borrower requests a Eurodollar Borrowing but fails to specify an Interest PeriodRevolving Lenders or EPL Lenders, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03as applicable, the Administrative Agent shall advise each Lender of make such funds available to the details thereof and of Borrower or EPL, as applicable, by wire transfer to the amount of such accounts the Borrower or EPL, as applicable, shall have specified in its Borrowing Request. No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to be made as part of the requested Borrowingmake any Loan.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or The following procedures apply to Borrowings other electronic transmission if arrangements for doing so have been approved in writing than Swing Line Borrowings (including via emailsee Section 2.4) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent drawings under an LC (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with see Section 2.02:2.3): (a) whether the requested Borrowing is to be Borrower may request a Borrowing by submitting to Administrative Agent a Borrowing Request. The Borrowing Request must be received by Administrative Agent no later than (i) 12:00 noon on the third Business Day preceding the Borrowing Date for any LIBOR Rate Borrowing or (ii) 11:00 a.m. on the Borrowing Date for any ABR Borrowing. Administrative Agent shall promptly notify each Lender of Revolving Loans or Term Loans;its receipt of any Borrowing Request and its contents. A Borrowing Request is irrevocable and binding on Borrower. (b) By 2:00 p.m. on the aggregate amount applicable Borrowing Date, each Lender shall remit its Pro Rata Part of each requested Borrowing by wire transfer to Administrative Agent pursuant to Administrative Agent’s wire transfer instructions on Schedule 1 (or as otherwise directed by Administrative Agent) in funds that are available for immediate use by Administrative Agent. Subject to receipt of such Borrowing;funds, Administrative Agent shall make such funds available to Borrower as directed in the Borrowing Request (unless Administrative Agent has actual knowledge that any applicable condition precedent has not been satisfied by Borrower and has not been waived by Majority Lenders). (c) the date of such BorrowingAbsent contrary written notice from a Lender, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition Administrative Agent may assume that each Lender has made its Pro Rata Part of the term “Interest Period”; (f) requested Borrowing available to Administrative Agent on the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing applicable Borrowing Date, and Administrative Agent may, in reliance upon such assumption (but is not required to), make available to Borrower a corresponding amount. If a Lender fails to make its Pro Rata Part of any requested Borrowing available to Administrative Agent on the applicable Borrowing Date, Administrative Agent may recover the applicable amount on demand (i) from that Lender, together with interest at the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of Federal Funds Effective Rate for the period commencing on the date the requested Borrowing is made. If no election as amount was made available to Borrower by Administrative Agent and ending on (but excluding) the date Administrative Agent recovers the amount from that Lender or (ii) if that Lender fails to pay its amount upon demand, then from Borrower, together with interest at an annual interest rate equal to the Type of Borrowing is specified, then rate applicable to the requested Borrowing shall be a Eurodollar for the period commencing on the Borrowing with an Interest Period of one month’s duration. If Date and ending on (but excluding) the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the date Administrative Agent shall advise each Lender of the details thereof and of recovers the amount from Borrower. No Lender is responsible for the failure of such Lender’s Loan any other Lender to be made as part make its Pro Rata Part of the requested any Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowingon the Effective Date, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent (a) in the case of a Revolving Borrowing, such request by telephone not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m.10:30 a.m., New York City time, (1) one Business Day before on the date of the proposed BorrowingEffective Date. Each Such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (bi) the aggregate amount of such the requested Borrowing; (cii) the date of such Borrowingproposed Effective Date, which shall be a Business Day; (diii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (eiv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;; and (fv) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.04. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If is specified with respect to any requested Eurodollar Borrowing, then the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request The following procedures apply to all Borrowings (other than a Revolving Borrowing or Term Loan Swing Line Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent ): (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Each Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to shall be made on Borrower's notice (a "NOTICE OF BORROWING," substantially in the Closing Dateform of EXHIBIT B-1) to Administrative Agent requesting that Lenders fund a Borrowing on a certain date (the "BORROWING DATE"), not later than 12:00 p.m., New York City time, which notice (1i) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and binding on Borrower, (ii) shall specify if it is for a Borrowing under the Revolver Facility, Term Loan A, Term Loan B, or Term Loan C, (iii) shall specify the following information in compliance with Section 2.02: Borrowing Date, amount, Type, and (a) whether the requested Borrowing is to be for a Borrowing comprised of Revolving Loans Eurodollar Rate Borrowings) Interest Period, and (iv) must be received by Administrative Agent no later than 10:00 a.m. Dallas, Texas time on the third Business Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or Term Loans;on the Business Day immediately preceding the Borrowing Date for any Base Rate Borrowing. Administrative Agent shall timely notify each Lender with respect to each Notice of Borrowing. (b) Each Lender shall remit its Pro Rata Part for the aggregate amount relevant Facility of each requested Borrowing to Administrative Agent's principal office in Dallas, in funds which are or will be available for immediate use by Administrative Agent by 1:00 p.m. Dallas time on the Borrowing Date therefor. Subject to receipt of such funds, Administrative Agent shall (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Required Lenders) make such funds available to Borrower by causing such funds to be deposited to Borrower's account as designated to Administrative Agent by Borrower. Notwithstanding the foregoing, unless Administrative Agent shall have been notified by a Lender prior to a Borrowing Date that such Lender does not intend to make available to Administrative Agent such Lender's Pro Rata Part of the applicable Borrowing; , Administrative Agent may assume that such Lender has made such proceeds available to Administrative Agent on such date, as required herein, and Administrative Agent may (cunless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Required Lenders), in reliance upon such assumption (but shall not be required to), make available to Borrower a corresponding amount in accordance with the foregoing terms, but, if such corresponding amount is not in fact made available to Administrative Agent by such Lender on such Borrowing Date, Administrative Agent shall be entitled to recover such corresponding amount on demand (i) from such Lender, together with interest at the Federal Funds Rate during the period commencing on the date such corresponding amount was made available to Borrower and ending on (but excluding) the date of Administrative Agent recovers such Borrowingcorresponding amount from such 31 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT Lender, which or (ii) if such Lender fails to pay such corresponding amount forthwith upon such demand, then from Borrower, TOGETHER WITH interest at a rate per annum equal to the applicable rate for such Borrowing during the period commencing on such Borrowing Date and ending on (but excluding) the date Administrative Agent recovers such corresponding amount from Borrower. No Lender shall be a Business Day; (d) whether such Borrowing is responsible for the failure of any other Lender to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case make its Pro Rata Part of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested any Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, In the Borrower shall delivercase of Loans, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, delivering a duly completed and executed Borrowing Request to the Administrative Agent on or before noon, New York time, on a Business Day, the Borrower may from time to time irrevocably request, on the same Business Day’s notice in the case of Base Rate Loans, or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing be made, (a) in the case of a Revolving BorrowingLIBO Rate Loans, not later than 12:00 p.m.in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 or, in either case, in the unused amount of the Loan Borrowings Commitment; provided, that no LIBO Rate Loans may be advanced when any Default or Borrowing Base Deficiency has occurred and is continuing. Each such irrevocable request may be made by telephone confirmed promptly by hand delivery or facsimile to the Administrative Agent of the applicable Borrowing Request. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the Type of Loans, and shall be made on the Closing DateBusiness Day, not later than 12:00 p.m.specified in such Borrowing Request. On or before 11:00 a.m., New York City time, (1) one on such Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing3:00p.m., which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) New York time, in the case of a Eurodollar BorrowingBase Rate Loan requested on the same Business Day), each Lender that has a Loan Commitment to make the initial Interest Period Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to be applicable thereto, which shall be a period contemplated by the definition such Lender’s Percentage of the term “Interest Period”; (f) requested Borrowing. Such deposit will be made to an account which the location and number of Administrative Agent shall specify from time to time by notice to the account to which Lenders. To the extent funds are to be disbursed; and (g) with respect to each Credit Extension made after received from the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Lenders, the Administrative Agent shall advise each Lender of make such funds available to the details thereof and of Borrower by wire transfer to the amount of such accounts the Borrower shall have specified in its Borrowing Request. No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to be made as part of the requested Borrowingmake any Loan.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall delivergive Administrative Agent notice of each Borrowing by means of a Borrowing Request Form containing the information required therein and delivered (by hand or by mechanically confirmed facsimile) to Administrative Agent no later than 5:00 p.m. (New York, NY time) on the day prior to which the Borrowing is desired to be funded. Each Borrowing shall be in an amount no less than $[***] up to the Maximum Facility Amount less outstanding Borrowings. Administrative Agent at its option may accept telephonic requests for such Borrowings, provided that such acceptance shall not constitute a waiver of Administrative Agent’s right to require delivery of a Borrowing Request Form in connection with subsequent Borrowings. Any telephonic request for a Borrowing by Borrower shall be promptly confirmed by submission of a properly completed Borrowing Request Form to Administrative Agents, but failure to deliver a Borrowing Request Form shall not be a defense to payment of the Borrowing. No Lender shall have liability to Borrower for any loss or damage suffered by ▇▇▇▇▇▇▇▇ as a result of ▇▇▇▇▇▇▇’ honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or other electronic transmission if arrangements for doing so electronically and purporting to have been approved in writing (including via email) sent to Administrative Agent by ▇▇▇▇▇▇▇▇ and Lenders shall have no duty to verify the Administrative Agent, a duly completed and executed Borrowing Request origin of any such communication or the identity or authority of the Person sending it. Subject to the Administrative Agent (a) in the case terms and conditions of a Revolving Borrowingthis Agreement, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be made available to Borrower by depositing the same, in immediately available funds, in an account of Borrower designated by ▇▇▇▇▇▇▇▇ maintained with Administrative Agent at the Principal Office. If, after giving effect to a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Periodrequested Borrowing, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of there is a Borrowing Request in accordance with this Section 2.03Base Deficiency, the or if Administrative Agent determines (either then or on any later day in the course of reviewing the same) that the Borrowing Request Form submitted to it is incomplete or incorrect in any material respect, then Lenders shall advise each Lender of withhold the details thereof and of the amount of entire Borrowing until Borrower shall have demonstrated to Administrative Agent’s reasonable satisfaction that such Lender’s Loan to be made as part of the requested BorrowingBorrowing Request Form is in fact not (or is no longer) incomplete or incorrect in any material respect.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower Borrowers shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (apromptly confirmed by telecopy) (i) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, (other than Swingline Loans), not later than 12:00 p.m.11:00 a.m., New York City time, (1) one on the Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrowers. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (i) the date on which the Administrative Agent shall have notified Borrowers that the primary syndication of the Commitments has been completed and (ii) the date which is 180 days after the Closing Date, the Interest Period shall be seven days; (fe) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.02 (b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrowers shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving the Borrowing or Term Loan Borrowingon the Closing Date, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;; and (fe) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 12:30 p.m., New York City time time, on the third Business Day before the date of the proposed Borrowing (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before in the date case of the proposed any Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or the Issuing Bank, in the case of any issuance, amendment, extension or renewal of a Letter of Credit) or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 12:30 p.m., New York City time, on the Business Day of the proposed Borrowing (provided that such notice shall be delivered not later than 12:30 p.m., New York City time, one (1) one Business Day before prior to the date Closing Date in the case of the proposed BorrowingCredit Extensions on the Closing Date). Each Borrowing Request shall be irrevocable (provided that a Borrowing Request in respect of the Credit Extensions on the Closing Date, or in connection with any Permitted Acquisition or other transaction permitted under this Agreement, may, subject to Section 2.13, be conditioned on the closing of the Acquisition or such Permitted Acquisition or other transaction, as applicable, to the extent revocation of such notice is received by written notice to the Administrative Agent no later than 12:30 p.m., New York City time on the date of such proposed Borrowing) and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term LoansLoans (specifying the Class thereof); (b) the aggregate amount of such Borrowing; (c) the currency in which such Loans are to be denominated (limited to Dollars or, other than in the case of any Loan requested under the US Dollar Revolving Commitments, an Alternative Currency); (d) the date of such Borrowing, which shall be a Business Day; (de) other than in the case of Loans in any Alternative Currency (which shall be in the form of a Eurodollar Borrowing), whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ef) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fg) the location and number of the Borrower’s account to which funds are to be disbursed; and (gh) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c(c) will be are satisfied or waived as of the date of such Borrowing, after giving effect thereto, except in the requested case of a Borrowing is mademade on the Closing Date. If no election as to the Type of Borrowing is specified, then (i) in the case of any Borrowing in Dollars, the requested Borrowing shall be an ABR Borrowing and (ii) in the case of any Borrowing in any Alternative Currency, the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the pro rata amount and currency of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the applicable Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans, U.S. Term Loans or Canadian Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (x) the date on which the Syndication Agent shall have notified U.S. Borrower that a Successful Syndication has been achieved and (y) 60 days after the Third Amendment Effectiveness Date, the Interest Period for any Term Loans shall be seven days; (f) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(cthrough (d) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall delivernotify the Administrative Agent by delivering, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving BorrowingBorrowing comprised of Eurodollar Loans, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one three Business Day before Days prior to the requested date of the proposed BorrowingBorrowing or (ii) in the case of a Borrowing comprised of ABR Loans, not later than 10:00 a.m., New York City time, on the requested date of the proposed borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing aggregate amount of such Revolving Loans or Term LoansBorrowing; (b) the aggregate amount of such Borrowing; (c) the requested date of such Revolving Borrowing, which shall be a Business Day; (dc) whether such Revolving Borrowing is to be an for ABR Borrowing Loans or a Eurodollar BorrowingLoans; (ed) in the case of a Eurodollar BorrowingLoans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fe) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madeRequest. If no election as to the Type of Borrowing Loans is specified, then the requested Revolving Borrowing shall be a deemed to be for Eurodollar Borrowing Loans with an Interest Period of one month’s duration. If the no Interest Period is specified with respect to any requested Eurodollar Loan, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request Request, in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s pro rata portion of the Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (promptly confirmed by telecopy) (a) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time time, three Business Days before the date of the proposed Borrowing or (or such b) in the case of an ABR Borrowing, not later time on such than 1:00 p.m., New York City time, one Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.18(e) may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, given not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or a Term LoansBorrowing; (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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;; provided that until the earlier of (i) the date which is 30 days after the Closing Date and (ii) the date on which a successful syndication of the Loans and Commitments shall have been declared by the Joint Lead Arrangers, Borrower shall only be permitted to request an Interest Period of seven days; and (f) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period proviso of one month’s durationclause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one three Business Day Days before the date Closing Date or (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the proposed BorrowingClosing Date. Each The Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing aggregate amount of Revolving Loans or Term Loansthe Borrowing; (b) the aggregate amount date of such the Borrowing, which shall be the Closing Date (and a Business Day); (c) whether the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”"; (fe) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.01(r)-(s) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) The Loan Party Representative must submit a request in writing before 11:00 AM (Eastern) on the case date of a Revolving Borrowingproposed Loan, not later than 12:00 p.m., New York City time specifying (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (31) Business Days before the date of the proposed BorrowingLoan (which must be a Business Day); provided and (2) the amount of the Loan, which must be in an amount that a will not cause the Revolving Exposure (after giving effect to the incurrence of such Loan) to exceed the Maximum Borrowing Amount; provided, that Lender may not be requested more in its Discretion, elect to accept as timely requests that are received later than twice per calendar month, or 11:00 AM (bEastern) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one applicable Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans;Day. (b) Concurrent with each request for a Loan pursuant to Section 2.2(a), Loan Party Representative shall deliver to Lender a fully completed Borrowing Base Certificate certified by an Authorized Officer of Loan Party Representative as being true and correct. Concurrent with the aggregate amount delivery of the Borrowing Base Certificate, Loan Party Representative shall provide a written report to Lender of all returns, and all material disputes, claims and other deductions, together with sales and other reports and supporting information relating to the Accounts, in each case, as of such Borrowing; date and as required by ▇▇▇▇▇▇. Lender shall have the right to review and adjust any calculations made in a Borrowing Base Certificate (ci) the date to reflect ▇▇▇▇▇▇’s estimate of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) declines in the case value of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition any of the term “Interest Period”; Collateral described therein and (fii) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing extent that such calculation is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request not in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of Agreement or does not accurately reflect the amount of such Lender’s Loan the Reserves then in effect. In no event shall the Borrowing Base on any date be deemed to be made as part exceed the amount of the requested BorrowingBorrowing Base shown on the Borrowing Base Certificate last received by Lender prior to such date, as such Borrowing Base Certificate may be adjusted from time to time by Lender as authorized herein. If Loan Party Representative fails to deliver to Lender the Borrowing Base Certificate on the date when due, then notwithstanding any of the provisions contained in this Agreement or in any other Loan Document to the contrary, Lender may suspend honoring any requests for Loans until a current Borrowing Base Certificate is delivered to Lender.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Additional Term 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 an ABR Borrowing or a Eurodollar LIBOR Borrowing; (e) in the case of a Eurodollar LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested LIBOR Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To In order to request a Revolving Term Loan Borrowing or Term Loan a Revolving Credit Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent (a) in the case of a Revolving Borrowing, such request by telephone not later than 12:00 p.m., New York City time time, three Business Days (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to SOFR Borrowings) before a proposed Borrowing of Eurodollar Loans or SOFR Loans (or such shorter period as may be made on agreed by the Closing Date, not Administrative Agent) and no later than 12:00 p.m., New York City time, (1) one on the Business Day (or U.S. Government Securities Business Day in the case of an ABR Borrowing of Revolving Credit Loans) before the date of a proposed Borrowing in the proposed Borrowingcase of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information in compliance with Section 2.02: information: (a) whether the Borrowing then being requested Borrowing is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Term Loans; Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, Borrowing (which shall be a Business Day; ); (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fc) the number and location and number of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or, Eurodollar Loans or SOFR Loans and (g) , if Eurodollar Loans or SOFR Loans, the Interest Period with respect to thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each Credit Extension made after requested Borrowing shall comply with the Closing Date, that the conditions requirements set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as Interest Period with respect to the Type of any Eurodollar Borrowing or SOFR Borrowing is specifiedspecified in any such notice, then the requested Borrowing Borrower shall be a Eurodollar Borrowing with deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the The Administrative Agent shall promptly advise each Lender the applicable Lenders of any notice given pursuant to this Section 2.03 (and the details thereof contents thereof), and of the amount of such each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan BorrowingSwingline Loan, the Company or any other Borrower requesting such Swingline Loan shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent and the Swingline Lender of such request by written notice (aincluding by email), not later than (i) in the case of a Revolving Borrowingrequest for a Swingline Loan denominated in Dollars, not later than 12:00 2:00 p.m., (New York City time time) on the day of a proposed Swingline Loan and (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term a request for a Swingline Loan Borrowings to be made on the Closing Datedenominated in Euros, not later than 12:00 p.m.8:00 a.m., (New York City time, (1) one Business Day before on the date day of the a proposed BorrowingSwingline Loan. Each Borrowing Request such notice shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether applicable Borrower of, the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, (which shall be a Business Day; ), and the amount and currency of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from such Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of such Borrower with the Swingline Lender or by wire transfer, automated clearinghouse debit or interbank transfer to such other account, accounts or Persons designated by such Borrower in the applicable request (dor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(d), by remittance to the applicable Issuing Bank) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ei) in the case of a Eurodollar BorrowingSwingline Loan denominated in Dollars, by 3:00 p.m., (New York City time), on the initial Interest Period to be applicable theretorequested date of such Swingline Loan and (ii) in the case of a Swingline Loan denominated in Euros (x) that is requested on a same-day basis, immediately following the request therefor or (y) that is requested for any day following the day on which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) Borrowing Notice with respect to each Credit Extension made after such Swingline Loan was submitted by the Closing Dateapplicable Borrower, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date early as practicable on the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount date of such Lender’s Loan to be made as part of the requested BorrowingSwingline Loan.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall delivergive Administrative Agent notice of each Borrowing by means of a Borrowing Request Form containing the information required therein and delivered (by hand or by mechanically confirmed facsimile) to Administrative Agent no later than 5:00 p.m. (New York, NY time) on the day prior to which the Borrowing is desired to be funded. Each Borrowing shall be in an amount no less than $[***] up to the Maximum Facility 16 Credit and Security Agreement / Amount less outstanding Borrowings. Administrative Agent at its option may accept telephonic requests for such Borrowings, provided that such acceptance shall not constitute a waiver of Administrative Agent’s right to require delivery of a Borrowing Request Form in connection with subsequent Borrowings. Any telephonic request for a Borrowing by Borrower shall be promptly confirmed by submission of a properly completed Borrowing Request Form to Administrative Agents, but failure to deliver a Borrowing Request Form shall not be a defense to payment of the Borrowing. No Lender shall have liability to Borrower for any loss or damage suffered by ▇▇▇▇▇▇▇▇ as a result of ▇▇▇▇▇▇▇’ honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or other electronic transmission if arrangements for doing so electronically and purporting to have been approved in writing (including via email) sent to Administrative Agent by ▇▇▇▇▇▇▇▇ and Lenders shall have no duty to verify the Administrative Agent, a duly completed and executed Borrowing Request origin of any such communication or the identity or authority of the Person sending it. Subject to the Administrative Agent (a) in the case terms and conditions of a Revolving Borrowingthis Agreement, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be made available to Borrower by depositing the same, in immediately available funds, in an account of Borrower designated by ▇▇▇▇▇▇▇▇ maintained with Administrative Agent at the Principal Office. If, after giving effect to a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Periodrequested Borrowing, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of there is a Borrowing Request in accordance with this Section 2.03Base Deficiency, the or if Administrative Agent determines (either then or on any later day in the course of reviewing the same) that the Borrowing Request Form submitted to it is incomplete or incorrect in any material respect, then Lenders shall advise each Lender of withhold the details thereof and of the amount of entire Borrowing until Borrower shall have demonstrated to Administrative Agent’s reasonable satisfaction that such Lender’s Loan to be made as part of the requested BorrowingBorrowing Request Form is in fact not (or is no longer) incomplete or incorrect in any material respect.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Tranche A-1 Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the date on which the Syndication Agent shall have notified Borrower that a Successful Syndication has been achieved, the Interest Period shall be seven days; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Tranche B 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing(other than a Revolving Borrowing occurring on the Closing Date), the Lead Borrower shall deliver, notify the Administrative Agent of such request by facsimile telecopy or other electronic transmission (if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent 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 Revolving BorrowingBorrowing of LIBO Rate Loans, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datea Borrowing of Base Rate Loans (other than Swingline Loans), not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before 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 irrevocable, subject to Sections 2.09, 3.01 and 3.05, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Notice of Borrowing, appropriately completed and signed by Lead Borrower. Each such telephonic and written Notice of Borrowing shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR a Borrowing of Base Rate Loans or a Eurodollar BorrowingBorrowing of LIBO Rate Loans; (ed) in the case of a Eurodollar BorrowingBorrowing of LIBO Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;; and (fe) the location and number of the account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an of Base Rate Loans. If no Interest Period is specified with respect to any requested Borrowing of one month’s duration. If the LIBO Rate Loans, then Lead Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Notice of Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. (a) To request a Revolving Borrowing or Term Loan Borrowing, the Borrower Designated Company shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) 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 1160381.015-CHISR02A - MSW paragraph of Section 11.01(d), a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)London time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (ai) whether the requested Borrowing is to be a Borrowing names of Revolving Loans or Term Loans; (bthe Co-Borrower(s) requesting such Borrowing(s) and the aggregate amount of such BorrowingBorrowing(s), together with a schedule attached to such Borrowing Request, which schedule shall specify the amount required to be funded by each Aleris Incremental Term Lender based on its pro rata share of the Aleris Incremental Term Loan Commitments (and which amount shall not exceed such Aleris Incremental Term Lender’s Aleris Incremental Term Loan Commitment), which amount shall give effect to any net funding in respect thereof in accordance with the terms of the applicable Fee Letters, and which schedule shall clearly indicate each Aleris Incremental Term Lender that is net funding (for the avoidance of doubt, only arranger fees may be net funded); (cii) the date of such BorrowingBorrowing(s), which shall be a Business Day; Day (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) and in the case of a Eurodollar Borrowingthe Aleris Incremental Term Loans, (x) such Business Day shall occur on or prior to the Aleris Incremental Commitment Termination Date, and (y) such date shall be the date that the Aleris Incremental Term Loans are to be funded into the Escrow Account pursuant to Section 2.21); (iii) the initial Interest Period to be applicable theretoto each such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”” (and, in the case of the initial Interest Period applicable to Aleris Incremental Term Loans funded into the Escrow Account, shall be an Interest Period of one month); (fiv) the location and number of the account such Co-Borrowers’ account(s) to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); provided that, in the case of a Borrowing of Aleris Incremental Term Loans, such account shall be the Escrow Account; and (gv) with respect to each in the case of the initial Credit Extension made after hereunder, under the Closing DateAleris Incremental Term Loan Commitments or under any Incremental Term Loan Commitments, that the conditions set forth in Section 4.02(b4.03(b) and Section 4.02(c- (d) will be have been satisfied or waived as of the date of the requested Borrowing notice, and in the case of Aleris Incremental Term Loans, that the Aleris Acquisition Closing Date and the Aleris Incremental Funding Date is madeexpected to occur within three Business Days after the date designated pursuant to clause (ii) above, and that the conditions referred to in Section 6 of the Aleris Increase Joinder Amendment shall be satisfied on the Aleris Incremental Funding Date. If no election as 1160381.015-CHISR02A - MSW Subject to the Type second proviso in the definition of Borrowing “Interest Period,” and except as provided in Section 2.21, if no Interest Period is specifiedspecified with respect to any requested Eurodollar Rate Borrowing, then the requested Borrowing Co-Borrowers shall be a Eurodollar Borrowing with deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one three month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall delivergive Administrative Agent notice of each Borrowing by means of a Borrowing Request Form containing the information required therein and delivered (by hand or by email) to Administrative Agent no later than 5:00 p.m. (New York, NY time) on the day prior to which the Borrowing is desired to be funded. Each Borrowing shall be in an amount no less than $[***] up to the Maximum Facility Amount less outstanding Borrowings. Administrative Agent at its option may accept telephonic requests for such Borrowings, provided that such acceptance shall not constitute a waiver of Administrative Agent’s right to require delivery of a Borrowing Request Form in connection with subsequent Borrowings. Any telephonic request for a Borrowing by Borrower shall be promptly confirmed by submission of a properly completed Borrowing Request Form to Administrative Agents, but failure to deliver a Borrowing Request Form shall not be a defense to payment of the Borrowing. No Lender shall have liability to Borrower for any loss or damage suffered by ▇▇▇▇▇▇▇▇ as a result of ▇▇▇▇▇▇▇’ honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or other electronic transmission if arrangements for doing so electronically and purporting to have been approved in writing (including via email) sent to Administrative Agent by ▇▇▇▇▇▇▇▇ and Lenders shall have no duty to verify the Administrative Agent, a duly completed and executed Borrowing Request origin of any such communication or the identity or authority of the Person sending it. Subject to the Administrative Agent (a) in the case terms and conditions of a Revolving Borrowingthis Agreement, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be made available to Borrower by depositing the same, in immediately available funds, in an account of Borrower designated by ▇▇▇▇▇▇▇▇ maintained with Administrative Agent at the Principal Office. If, after giving effect to a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Periodrequested Borrowing, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of there is a Borrowing Request in accordance with this Section 2.03Base Deficiency, the or if Administrative Agent determines (either then or on any later day in the course of reviewing the same) that the Borrowing Request Form submitted to it is incomplete or incorrect in any material respect, then Lenders shall advise each Lender of withhold the details thereof and of the amount of entire Borrowing until Borrower shall have demonstrated to Administrative Agent’s reasonable satisfaction that such Lender’s Loan to be made as part of the requested BorrowingBorrowing Request Form is in fact not (or is no longer) incomplete or incorrect in any material respect.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by notify the Administrative Agent, Agent of such request by telephone (promptly confirmed by telecopy) or by delivering a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 2:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 2:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing; provided that, any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.17(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed not later than 3:00 p.m., New York City time, on such Business Day by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request substantially in the form of Exhibit C and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;; and (fe) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time time, on such the third Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(c– (d) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If Notwithstanding anything to the Borrower requests a contrary, no Eurodollar Borrowing but fails Borrowings may be requested or made prior to specify an Interest Period, 3 Business Days after the Borrower will be deemed to have specified an Interest Period of one month’s durationClosing Date. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar LIBOR Borrowing; (e) in the case of a Eurodollar LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”"; (f) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBOR Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:: -42- (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Tranche A Loans or Incremental Term Loans that are not Tranche A 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 an ABR Borrowing or a Eurodollar Borrowing; provided that until 5 days after the Closing Date, all Borrowings shall be ABR Borrowings; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”"; (f) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(c) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To In order to request a Revolving Borrowing or Term Loan Borrowing(other than a Swingline Loan, the as to which this Section 2.03 shall not apply), a Borrower shall deliver, by facsimile hand deliver or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request telecopy to the Administrative Agent a duly completed Borrowing Request in the form of Exhibit A (a) in the case of an Alternative Currency Borrowing and in the case of a Revolving LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or, if the Borrowing Request is delivered or such later time on such Business Day as may be reasonably acceptable telecopied to the Administrative AgentAgent in London, 1:00 p.m., London time), three (3) Business Days before the date of the a proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or and (b) in the case of Term Loan an ABR Borrowing denominated in Dollars, not later than 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 DateEffective Date may, not at the discretion of the Administrative Agent, be delivered later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowingtimes specified above. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (bi) the aggregate amount Borrower requesting such Borrowing (and be signed by or on behalf of such Borrowing; Borrower); (c) the date of such Borrowing, which shall be a Business Day; (dii) whether such Borrowing is to be an ABR a Periodic Access Borrowing, a U.S. $ Revolving Credit Borrowing or a Eurodollar Multi-Currency Revolving Credit Borrowing; ; (eiii) in whether the case of a Eurodollar Borrowing, the initial Interest Period Borrowing then being requested is to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; LIBOR Borrowing or an ABR Borrowing; (fiv) the number and location and number 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); (v) the date of such Borrowing (which shall be a Business Day and (g) with respect , in the case of a Periodic Access Borrowing to each Credit Extension be made after the Closing Effective Date, that shall be within a Periodic Access Availability Period); (vi) the conditions 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 (viii) if such Borrowing is to be a 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 4.02(b) and Section 4.02(c) will be satisfied or waived 2.02. If no election as to the currency of the date Borrowing is specified in any such notice, then the requested Borrowing is madeshall be denominated in Dollars. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be an ABR Borrowing if denominated in Dollars or a Eurodollar LIBOR Borrowing if denominated in an Alternative Currency. If no Interest Period with respect to any 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 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), of each Lender'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's duration if denominated in an Alternative Currency. If The sum of (a) the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Periodaggregate principal amount of Borrowings by the EEIG Borrower, plus (b) the Borrower will be deemed to have specified an Interest Period Aggregate L/C Exposure under Letters of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, Credit issued at the Administrative Agent shall advise each Lender request of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingEEIG Borrower, at any one time outstanding, shall not exceed $575,000,000.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 12:30 p.m., New York City time time, on the third Business Day before the date of the proposed Borrowing (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 12:30 p.m., New York City time, one (1) one Business Day before prior to the date proposed Borrowing (provided that such notice shall be delivered not later than 12:30 p.m., New York City time, one (1) Business Day prior to the Closing Date in the case of the proposed BorrowingCredit Extensions on the Closing Date). Each Borrowing Request shall be irrevocable (provided that a Borrowing Request in respect of the Credit Extensions on the Closing Date, or in connection with any Permitted Acquisition or other transaction permitted under this Agreement, may, subject to Section 2.13, be conditioned on the consummation of the Transactions or such Permitted Acquisition or other transaction, as applicable, to the extent revocation of such notice is received by written notice to the Administrative Agent no later than 12:30 p.m., New York City time on the date of such proposed Borrowing) and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loansapplicable Class thereof; (b) the aggregate amount of such Borrowing; (c) [reserved]; (d) the date of such Borrowing, which shall be a Business Day; (de) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ef) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;; and (fg) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the pro rata amount and currency of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery, telecopier or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agentpermitted under Section 10.01, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.noon, New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Eurodollar Revolving BorrowingBorrowing in dollars, not later than 12:00 p.m.noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Revolving Borrowing, not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Revolving Borrowing or a Eurodollar Revolving Borrowing; (ed) in the case of a Eurodollar Revolving Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fe) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02 (b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Revolving Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (aconfirmed by telecopy or e-mail no later than one Business Day following such request) (i) in the case of a Eurodollar Revolving Borrowing, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, an ABR Borrowing (other than Swingline Loans) not later than 12:00 1:00 p.m., New York City time, (1) one on the Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or Term Loansa Swingline Loan; (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 an ABR Borrowing or a Eurodollar Revolving Borrowing; (e) in the case of a Eurodollar Revolving Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”"; provided, that until the earlier of (i) the date on which the Administrative Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 180 days after the Original Closing Date, the Interest Period shall be one month; (f) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.02 (b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If 's duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall notify Collateral Agent of the borrowing Request, confirm with Collateral Agent that the funding of such Borrowing Request is in conformity with this Section 2.03 and advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request (a) The proceeds of the Construction Loan shall be advanced by the Bank to the Borrower's construction account for further credit, as appropriate, to the account of the Contractor at Bank not more than once per month as construction of the Improvements progresses; provided, however, that (i) the Borrower shall submit a Revolving Borrowing or Term Loan BorrowingRequest for Advance to the Bank at least 10 Business Days prior to the proposed funding date specifying the total amount of the proposed Advance and the proposed date on which said Advance is to be made; (ii) each Request for Advance shall be in substantially the form prescribed by the Bank, (iii) each advance shall be funded in strict accordance with the Development Expense Schedule; and (iv) upon the occurrence of a Deficiency (as defined below), the Borrower shall deliver, by facsimile not be entitled to request or other electronic transmission if arrangements for doing so have receive any advances until such time as the Deficiency has been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request cured to the Administrative Agent (a) in satisfaction of the case Bank. Notwithstanding the foregoing, Bank shall be authorized to fund an advance to pay interest on the Construction Loan when due, without the requirement of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans;for Advance. (b) If at any time during the aggregate term of the Construction Loan, the costs to complete the Improvements shall increase over the costs delineated on the Development Expense Schedule such that the undisbursed portion of the Construction Loan is insufficient to pay the remaining Project Costs and to provide debt service on the Construction Loan and all other costs and expenses necessary to make the Project operational (such difference between the undisbursed portion of the Construction Loan and the costs of completion of the Project being referred to as a "Deficiency"), then, in such event, upon demand by the Bank to the Borrower, the Borrower shall deposit the amount of such Borrowing;Deficiency into a cash collateral account maintained by Bank and on which the Bank shall have the sole right to draw. No additional advances on the Loan shall be made until the full amount of such Deficiency shall be deposited as aforesaid. (c) the date of such Borrowing, which Advances for construction costs shall be a Business Day; (d) whether such Borrowing is made only to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, extent that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing work is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request actually completed in accordance with this Section 2.03the Plans and in place and approved by the Bank, including materials actually incorporated into the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingProject or stored on-site, but excluding materials stored elsewhere.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, email a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Term SOFR Borrowing, not later than 12:00 2:00 p.m., New York City time three Business Days before the date of the proposed Borrowing (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)) (or, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term SOFR Borrowings that are Term Loan Borrowings to be made on the Closing Date, not later than 12:00 2:00 p.m., New York City time, (1) one three Business Day Days before the date of the proposed Borrowing), (ii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time on the Business Day prior to the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent), (iii) in the case of Alternative Currency Loans, no later than 2:00 p.m. New York City time four Business Days prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation (or such later time as may be reasonably acceptable to the Administrative Agent), or (iv) in the case of a Term SOFR Borrowing denominated in a Special Notice Currency, five Business Days before the date of the proposed Borrowing; provided that any notice of a Borrowing to be made on the Closing Date (whether a Term SOFR Borrowing or ABR Borrowing) may be given not later than (x) for a Borrowing of Revolving Loans, 2:00 p.m. New York City time (or such later time as the Administrative Agent may reasonably agree), two (2) Business Days prior to the date of the proposed Borrowing and (y) for a Term Loan Borrowing, 2:00 p.m. New York City time (or such later time as the Administrative Agent may reasonably agree), one (1) Business Day prior to the date of the proposed Borrowing, in each case, which notice may be subject to the effectiveness of this Agreement. Each Borrowing Request shall be irrevocable (subject to the last paragraph of this Section 2.03) (provided that such Borrowing Request may be conditioned upon the occurrence of any event specified therein) and shall specify the following information in compliance with Section ‎Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing Borrowing, a Term SOFR Borrowing, an Alternative Currency Daily Rate Borrowing, or a Eurodollar an Alternative Currency Term Rate Borrowing; (e) in the case of a Eurodollar Term SOFR Borrowing or an Alternative Term Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; (g) the identity of the Borrower or Borrowers requesting such Borrowing; and (gh) with respect to each Credit Extension made after the Closing DateExtension, that the conditions set forth in Section ‎Section 4.02(b) and Section ‎Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing Term SOFR Borrowing, with an Interest Period of one month’s duration, in the case of any Loan denominated in Dollars, or an Alternative Currency Term Rate Borrowing, with an Interest Period of one month’s duration, in the case of any Loan denominated in Euros or Canadian Dollars. If the a Borrower requests a Eurodollar Term SOFR Borrowing or an Alternative Currency Term Rate Borrowing but fails to specify an Interest Period, the such Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing. The Borrowing Request in respect of any Loans on the Closing Date or in connection with any Permitted Acquisition or other permitted Investment, or any Incremental Facility, Extension Amendment or Credit Agreement Refinancing Indebtedness, in each case after the Closing Date, may be rescinded or revised to change the requested date for the making of the Loans contemplated thereby, by the Borrower upon written notice to the Administrative Agent on or prior to 10:00 a.m. New York City time on the date of the proposed Borrowing (or such later time as the Administrative Agent may approve in its sole discretion).

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request The following procedures apply to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02Borrowings: (a) whether Each Borrowing shall be made on Borrower's notice (a "NOTICE OF BORROWING," substantially in the requested Borrowing is form of EXHIBIT B-1) to be Administrative Agent requesting that Banks fund a Borrowing on a certain date (the "BORROWING DATE"), which notice (i) shall be irrevocable and binding on Borrower, (ii) shall specify the Borrowing Date, amount, Type, and (for a Borrowing comprised of Revolving Loans Eurodollar Rate Borrowings) Interest Period, and (iii) must be received by Administrative Agent no later than 11:00 a.m. Houston, Texas time on the third Business Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or Term Loans;no later than 11:00 a.m. Houston, Texas time on the Borrowing Date for any Base Rate Borrowing. Administrative Agent shall timely notify each Bank with respect to each Notice of Borrowing. (b) Each Bank shall remit its Pro Rata Part of each requested Borrowing to Administrative Agent's principal office in Houston, in funds which are or will be available for immediate use by Administrative Agent by 12:00 noon. Houston time on the aggregate amount Borrowing Date therefor. Subject to receipt of such funds, Administrative Agent shall (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Majority Banks) make such funds available to Borrower by causing such funds to be deposited to Borrower's account as designated to Administrative Agent by Borrower. Notwithstanding the foregoing, unless Administrative Agent shall have been notified by a Bank prior to a Borrowing Date that such Bank does not intend to make available to Administrative Agent such Bank's Pro Rata Part of the applicable Borrowing; , Administrative Agent may assume that such Bank has made such proceeds available to Administrative Agent on such date, as required herein, and Administrative Agent may (cunless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Majority Banks), in reliance upon such assumption (but shall not be required to), make available to Borrower a corresponding amount in accordance with the foregoing terms, but, if such corresponding amount is not in fact made available to Administrative Agent by such Bank on such Borrowing Date, Administrative Agent shall be entitled to recover such corresponding amount on demand (i) from such Bank, together with interest at the Federal Funds Rate during the period commencing on the date such corresponding amount was made available to Borrower and ending on (but excluding) the date of Administrative Agent recovers such Borrowingcorresponding amount from such Bank, which or (ii) if such Bank fails to pay such corresponding amount forthwith upon such demand, then from Borrower, together with interest at a rate per annum equal to the applicable rate for such Borrowing during the period commencing on such Borrowing Date and ending on (but excluding) the date Administrative Agent recovers such corresponding amount from Borrower. No Bank shall be a Business Day; (d) whether such Borrowing is responsible for the failure of any other Bank to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case make its Pro Rata Part of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested any Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the wiring instructions, including the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the a Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fe) the location and number of the such Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then such Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”"; (f) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b), (c) and Section 4.02(c(d)(ii) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing Upon any Disbursements being made in respect of one or Term Loan Borrowingmore Letters of Credit (whether such Letters of Credit were issued to support the obligations of the Borrower or any Subsidiary of the Borrower (or any of their respective divisions)), the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so (unless it shall have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request given notice to the Administrative Agent (a) in to the case of a Revolving Borrowing, not later than 12:00 contrary prior to 3:00 p.m., New York City time (or time, at least three Business Days prior to the date of such later time Disbursement) be 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 LIBO Rate Loan with a three month Interest Period in a principal amount equal to the aggregate amount of the Disbursements made on such Business Day as may date. The Borrower hereby acknowledges and agrees that each Borrowing Request deemed to be reasonably acceptable delivered hereunder, the making of a Loan by the Fronting Bank to reimburse the Administrative Agent), three 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 (3both immediately before and after giving effect to such Borrowing and the application of the proceeds thereof) Business Days before the statements made in Section 6.2.1 are in each case true and correct. Proceeds of such Loans shall be used to fund the Reimbursement Obligations in respect of Letters of Credit under which one or more Disbursements were made on the date of the proposed Borrowing; provided Loan. In addition, to the extent that a Revolving Borrowing may the amount available under the Loan Commitment is not be requested more than twice per calendar month, or (b) in sufficient to fund the case entire aggregate amount of Term Loan Borrowings to be the Disbursements made on the Closing Datedate the Loans are being made, not later than 12:00 p.m.then the Borrower shall have been deemed to request that Scotiabank, New York City timein its capacity as Swingline Bank under (and as defined in) the U.S. Credit Agreement, make a Swingline Advance (1as such term is defined in the U.S. Credit Agreement) one Business Day before 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 proposed Borrowingmaking 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 Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) parties hereto acknowledge and agree that upon the location and number satisfaction of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions precedent set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period6.1, the Borrower will Existing Loans shall be deemed to have specified an Interest Period be Loans made by the Fronting Bank on the Effective Date under the terms of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Agreement and shall thereafter accrue interest and fees pursuant to the terms hereof, the Administrative Agent shall advise and each Lender shall participate in such Loans in an amount equal to such Lender's Percentage of the details thereof and outstanding principal amount of the amount of such Lender’s Loan to be made as part of the requested BorrowingExisting Loans.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower Agent shall deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving EurocurrencySOFR Borrowing, not later than 12:00 2:00 p.m., New York City time three Business Days before the date of the proposed Borrowing (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)) (or, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Eurocurrency Borrowings to be made on the Closing Date, not later than 12:00 2:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing) or (ii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time on the Business Day prior to the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent). Each Borrowing Request shall be irrevocable (subject to the last paragraph of this Section 2.03) (provided that such Borrowing Request may be conditioned upon the occurrence of any event specified therein) and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans[reserved]; (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 an ABR Borrowing or a Eurodollar Eurocurrency, a Term SOFR Borrowing or, in the event that the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator pursuant to the definition of “Term SOFR” (after application of the last sentence of clause (a) of such definition) and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, at the option of the Borrower Agent, Daily SOFR Borrowing; (e) in the case of a Eurodollar EurocurrencySOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; (g) [reserved]; (h) the identity of the Borrower or Borrowers requesting such Borrowing; and (gi) with respect to each Credit Extension made after the Closing DateExtension, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar EurocurrencyTerm SOFR Borrowing with an Interest Period of one month’s duration. If the a Borrower requests a Eurodollar EurocurrencySOFR Borrowing but fails to specify an Interest Period, the such Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing. The Borrowing Request in respect of any Loans on the Closing Date or in connection with any Permitted Acquisition or other permitted Investment, or any Incremental Facility, Extension Amendment or Credit Agreement Refinancing Indebtedness, in each case after the Closing Date, may be rescinded or revised to change the requested date for the making of the Loans contemplated thereby, by the applicable Borrower (or the other applicable borrower thereof) upon written notice to the Administrative Agent on or prior to 10:00 a.m. New York City time on the date of the proposed Borrowing (or such later time as the Administrative Agent may approve in its sole discretion).

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing, which shall equal the aggregate amount of the Commitments; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fe) the location and number of the Borrower’s account to which funds are to be disbursed; and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.0l(t) and Section 4.02(c(u) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, facsimile or email (or by telephone confirmed promptly in writing by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 2:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month(or, or (b) in the case of Eurodollar Borrowings that are Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, one (1) one Business Day before the date of the proposed Borrowing) or (ii) in the case of an ABR Borrowing, (x) not later than 12:00 noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), on the Business Day prior to the proposed Borrowing or (y), solely in connection with a request for any Revolving Borrowing which constitutes an ABR Borrowing (in an aggregate principal amount of all such Revolving Borrowings which constitute ABR Borrowings outstanding at any time not to exceed $10,000,000), not later than 1:00 p.m., New York City time on the same Business Day as the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing DateExtension, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. The Borrowing Request in respect of any Loans on the Closing Date or in connection with any Permitted Acquisition or other permitted Investment, or any Incremental Facility, Extension Amendment or Credit Agreement Refinancing Indebtedness, in each case after the Closing Date, may be rescinded or revised by the Borrower to change the requested date for the making of the Loans contemplated thereby upon written notice to the Administrative Agent on or prior to 10:00 a.m. New York City time on the date of the proposed Borrowing (or such later time as the Administrative Agent may approve in its sole discretion).

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower Agent shall deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurocurrency Borrowing, not later than 12:00 2:00 p.m., New York City time three Business Days before the date of the proposed Borrowing (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)) (or, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Eurocurrency Borrowings to be made on the Closing Date, not later than 12:00 2:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing) or (ii) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time on the Business Day prior to the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative Agent). Each Borrowing Request shall be irrevocable (subject to the last paragraph of this Section 2.03) (provided that such Borrowing Request may be conditioned upon the occurrence of any event specified therein) and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans[reserved]; (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 an ABR Borrowing or a Eurodollar Eurocurrency Borrowing; (e) in the case of a Eurodollar Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; (g) [reserved]; (h) the identity of the Borrower or Borrowers requesting such Borrowing; and (gi) with respect to each Credit Extension made after the Closing DateExtension, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Eurocurrency Borrowing with an Interest Period of one month’s duration. If the a Borrower requests a Eurodollar Eurocurrency Borrowing but fails to specify an Interest Period, the such Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing. The Borrowing Request in respect of any Loans on the Closing Date or in connection with any Permitted Acquisition or other permitted Investment, or any Incremental Facility, Extension Amendment or Credit Agreement Refinancing Indebtedness, in each case after the Closing Date, may be rescinded or revised to change the requested date for the making of the Loans contemplated thereby, by the applicable Borrower (or the other applicable borrower thereof) upon written notice to the Administrative Agent on or prior to 10:00 a.m. New York City time on the date of the proposed Borrowing (or such later time as the Administrative Agent may approve in its sole discretion).

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the applicable Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agentfacsimile, a duly completed and executed Borrowing Request to the Administrative Applicable Agent (ai) in the case of a Revolving Eurocurrency Borrowing or EURIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)Local Time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.noon, New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing Tranche of Revolving Loans or Term Loansrequested; (b) the currency and the aggregate principal amount of such BorrowingBorrowing of each Tranche; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing, a Eurocurrency Borrowing or a Eurodollar EURIBOR Borrowing; (e) in the case of a Eurodollar Eurocurrency Borrowing or EURIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05(a); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be 4.02 have been satisfied (or waived in accordance with Section 10.02) as of the date of the notice. In respect of a Borrowing Request for a Revolving Borrowing, if no election as to the currency of such Revolving Borrowing is specified, then the requested Revolving Borrowing is madeshall be denominated in Euros. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (i) an ABR Borrowing if denominated in dollars (unless such Borrowing is a Eurodollar Revolving Borrowing), (ii) a EURIBOR Borrowing with an if denominated in Euros, (iii) a Eurocurrency Borrowing if denominated in Sterling and (iv) a Eurocurrency Borrowing if a Revolving Borrowing denominated in dollars. If no Interest Period of one month’s duration. If is specified with respect to any requested Eurocurrency Borrowing or EURIBOR Borrowing, then the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will Borrowers shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Applicable Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan BorrowingCredit Extension, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agentfacsimile, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (1ii) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) the aggregate amount of such Borrowing and whether the requested Borrowing it is to be a Borrowing of Revolving for Tranche B Loans or Term Other Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;; and (fe) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02(c). If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery, telecopier or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agentmail, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Tranche B 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall delivernotify the Agent of such request (each, by facsimile or other electronic transmission if arrangements for doing so have been approved a “Borrowing Request”) in writing (including via emailby email transmission) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving SOFR Borrowing, not later than 12:00 p.m.10:30 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:30 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each such written Borrowing Request shall be irrevocable and shall be confirmed by email transmission to the Agent of a written Borrowing Request (in PDF format) in substantially the form of Exhibit E. Each such written Borrowing Request shall specify the following information in compliance with Section 2.02: (ai) whether the principal amount of the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cii) the date of such Borrowing, which shall be a Business Day; (diii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar SOFR Borrowing; (eiv) in the case of a Eurodollar SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;; and (fv) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.04. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s month duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving BorrowingEurodollar Borrowing in dollars, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”"; (f) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(c- (d) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To In order to request a Revolving Term Loan Borrowing or Term Loan a Revolving Credit Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent (a) in the case of a Revolving Borrowing, such request by telephone not later than 12:00 p.m., New York City time time, three Business Days (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to SOFR Borrowings) before a proposed Borrowing of Eurodollar Loans or SOFR Loans (or such shorter period as may be made on agreed by the Closing Date, not Administrative Agent) and no later than 12:00 p.m., New York City time, (1) one on the Business Day (or U.S. Government Securities Business Day in the case of an ABR Borrowing of Revolving Credit Loans) before the date of a proposed Borrowing in the proposed Borrowingcase of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information in compliance with Section 2.02: information: (a) whether the Borrowing then being requested Borrowing is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Term Loans; Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, Borrowing (which shall be a Business Day; ); (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fc) the number and location and number of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans, Eurodollar Loans or SOFR Loans and (g) , if Eurodollar Loans or SOFR Loans, the Interest Period with respect to thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each Credit Extension made after requested Borrowing shall comply with the Closing Date, that the conditions requirements set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as Interest Period with respect to the Type of any Eurodollar Borrowing or SOFR Borrowing is specifiedspecified in any such notice, then the requested Borrowing Borrower shall be a Eurodollar Borrowing with deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the The Administrative Agent shall promptly advise each Lender the applicable Lenders of any notice given pursuant to this Section 2.03 (and the details thereof contents thereof), and of the amount of such each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. To request In order to effect a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, deliver to the Administrative Agent a Borrowing Request or such other form as may be approved by facsimile the Administrative Agent (including any form on an electronic platform or other electronic transmission if arrangements for doing so have been system as shall be approved in writing (including via email) by the Administrative Agent), a duly appropriately completed and executed Borrowing Request to signed by a Responsible Officer of the Administrative Agent Borrower (a) in the case of a Revolving LIBOR Borrowing, not later than 12:00 p.m.Noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the a proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or and (b) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 A.M., New York City time, (1) one Business Day before on the date day of the a proposed Borrowing. Each Such Borrowing Request shall be irrevocable and shall in each case specify the following information in compliance with Section 2.02: (a) whether the Borrowing then being requested Borrowing is to be a LIBOR Borrowing of Revolving Loans or Term Loans; an ABR Borrowing, (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, Borrowing (which shall be a Business Day; ) and the amount thereof and (dc) whether if such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is madethereto. If no election as to the Interest Rate Type of a Borrowing is specifiedspecified in any such Borrowing Request, then the requested Borrowing shall be a Eurodollar an ABR Borrowing. If no Interest Period with respect to any LIBOR Borrowing with is specified in any such Borrowing Request, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the The Administrative Agent shall promptly advise each Lender the applicable Lenders of the details thereof any Borrowing Request given pursuant to this Section 2.3 and of the amount of such each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurocurrency Borrowing or a EURIBOR Borrowing, not later than 12:00 p.m.noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)Local Time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.noon, New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Dollar Revolving Loans, Dollar Term Loans, Euro Revolving Loans, Euro Term Loans, GBP Revolving Loans or GBP Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) in the case of a Borrowing of Dollar Loans, whether such Borrowing is to be an ABR Borrowing or a Eurodollar Eurocurrency Borrowing; (e) in the case of a Eurodollar Eurocurrency Borrowing or a EURIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specifiedspecified with respect to any requested Borrowing of Dollar Loans, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurocurrency Borrowing or EURIBOR Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To (a) In order to request a Revolving Borrowing or Term Loan Borrowing, the applicable Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request give telephonic notice to the Administrative Agent (confirmed by hand delivery or telecopy of a duly completed Borrowing Request in the form of Exhibit A), (a) in the case of a Revolving Eurocurrency Borrowing, not later than 12:00 p.m.noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)London time, three (3) Business Days before the date of the a proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or borrowing and (b) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one on the Business Day before the date of the a proposed Borrowingborrowing. Each Borrowing Request Such notice shall be irrevocable and shall in each case specify (i) in the following information in compliance with Section 2.02: (a) case of a Borrowing on the Effective Date, whether the requested Borrowing is to be a Term Borrowing of or a Revolving Loans Borrowing, (ii) whether the Borrowing then being requested is to be a Eurocurrency Borrowing or Term Loans; an ABR Borrowing, (b) the aggregate amount of such Borrowing; (ciii) the date of such Borrowing, Borrowing (which shall be a Business Day; ), (div) whether the aggregate principal amount of such Borrowing, (v) the currency of such Borrowing (which, in the case of an ABR Revolving Borrowing, shall be Dollars) and (v) if such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Eurocurrency Borrowing, the initial Interest Period with respect thereto. If no election as to be the currency of a Eurocurrency Revolving Borrowing is specified in any Borrowing Request, then the applicable thereto, which Borrower shall be deemed to have requested a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth Revolving Borrowing in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is madeDollars. If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Revolving Borrowing if denominated in Dollars or a Eurodollar Eurocurrency Revolving Borrowing if denominated in Sterling. If no Interest Period with respect to any Eurocurrency Revolving Borrowing is specified, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To Except with respect to any Roll-Up Borrowing, the borrowing procedure for which is set forth Section 2.23, to request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agentfacsimile, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (1ii) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether the Class and initial Type of the Loans comprising such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fe) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04; and (gf) in the case of a Amenities CapEx Borrowing, accompanied by a certificate of a Responsible Officer of the Borrower (i) identifying the item(s) on Annex A to Schedule 3.12 that are to be paid with respect the proceeds of such Amenities CapEx Borrowing, (ii) setting forth (x) the aggregate amount of Amenities CapEx Borrowings made at any time prior to each Credit Extension such Amenities CapEx Borrowing and (y) the aggregate amount of Amenities CapEx Borrowings made after giving effect to the Closing Datemaking of such Amenities CapEx Borrowing (which shall in no event exceed $8,929,873.94 as such amount may be adjusted as provided on Schedule 3.12), (iii) certifying that all proceeds of any previously advanced Amenities CapEx Borrowing have been applied consistent with Annex A to Schedule 3.12 and (iv) attaching a schedule setting forth with specificity (x) the conditions proposed application of the proceeds of such Amenities CapEx Borrowing and (y) the actual application of proceeds of previously advanced Amenities CapEx Borrowings to specific expenditures associated therewith to the extent not set forth on a prior such schedule. Administrative Agent will promptly forward a copy of each such certificate to the Lenders. Administrative Agent shall have three (3) Business Days to review each such certificate and the related request for a Amenities CapEx Borrowing. Such Amenities CapEx Borrowing shall be funded not later than the expiration of such three-Business Day period unless, within such three-Business Day period, Administrative Agent notifies the Borrower in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of writing that such Amenities CapEx Borrowing does not comply with the date terms hereof (together with reasonable detail regarding the requested Borrowing is madebasis for such determination). If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If is specified with respect to any requested Eurodollar Borrowing, then the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan BorrowingWhen Borrower desires to incur the Loans hereunder, the Borrower shall deliver, by facsimile hand delivery, e-mail or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Such Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;; and (fe) the location and number of the Borrower’s account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be deemed to be a Eurodollar Borrowing with Borrowing, and Borrower shall be deemed to have selected an Interest Period of one month’s three months’ duration. If the no Interest Period is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s three months’ duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the applicable Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans, U.S. Term Loans or Canadian Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (x) the date on which the Syndication Agent shall have notified U.S. Borrower that a Successful Syndication has been achieved and (y) 60 days after the Fourth Amendment Effectiveness Date, the Interest Period for any U.S. Term B-2 Loans shall be seven days; (f) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(cthrough (d) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or an Incremental Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Incremental Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(c- (d) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To In order to request a Revolving Borrowing or Term Loan Borrowing(other than a Swingline Loan, the as to which this Section 2.03 shall not apply), a Borrower shall deliver, by facsimile hand deliver or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request telecopy to the Administrative Agent a duly completed Borrowing Request in the form of Exhibit A (a) in the case of an Alternative Currency Borrowing and in the case of a Revolving LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or, if the Borrowing Request is delivered or such later time on such Business Day as may be reasonably acceptable telecopied to the Administrative AgentAgent in London, 10:00 a.m., London time), three (3) Business Days before the date of the a proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or and (b) in the case of Term Loan an ABR Borrowing denominated in Dollars, not later than 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 DateEffective Date may, not at the discretion of the Administrative Agent, be delivered later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowingtimes specified above. Each Borrowing Request shall be irrevocable and shall specify (i) the following information in compliance with Section 2.02: Borrower requesting such Borrowing (aand be signed by or on behalf of such Borrower); (ii) whether the requested if such Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) made on the aggregate amount of such Borrowing; (c) the date of such BorrowingEffective Date, which shall be a Business Day; (d) whether such Borrowing is to be an ABR a Term Borrowing, a Periodic Access Borrowing, a U.S. $ Revolving Credit Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Multi-Currency Revolving Credit Borrowing, the initial Interest Period or if such Borrowing is to be applicable theretomade after the Effective Date, which shall whether such Borrowing is to be a period contemplated by Periodic Access Borrowing, a U.S. $ Revolving Credit Borrowing or a Multi- Currency Revolving Credit Borrowing; (iii)-whether the definition of the term “Interest Period”; Borrowing then being requested is to be a LIBOR Borrowing or an ABR Borrowing; (fiv) the number and location and number 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); (v) the date of such Borrowing (which shall be a Business Day and (g) with respect , in the case of a Periodic Access Borrowing to each Credit Extension be made after the Closing Effective Date, that shall be within a Periodic Access Availability Period); (vi) the conditions 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 the Term Borrowing and any U.S. $ Revolving Credit Borrowing or ABR Borrowing, and otherwise shall be Dollars or an Alternative Currency); and (viii) if such Borrowing is to be a 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 4.02(b) and Section 4.02(c) will be satisfied or waived 2.02. If no election as to the currency of the date Borrowing is specified in any such notice, then the requested Borrowing is madeshall be denominated in Dollars. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be an ABR Borrowing if denominated in Dollars or a Eurodollar LIBOR Borrowing if denominated in an Alternative Currency. If no Interest Period with respect to any LIBOR 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 (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), of each Lender's portion of the requested Borrowing and, in the case of an Alternative Currency Borrowing, of the Alternative Currency Equivalent of the Dollar amount specified in the applicable Borrowing Request and the Spot Exchange Rate utilized to determine such Alternative Currency Equivalent. 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's duration if denominated in an Alternative Currency. If The sum of (a) the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Periodaggregate principal amount of Borrowings by the EEIG Borrower, plus (b) the Borrower will be deemed to have specified an Interest Period Aggregate L/C Exposure under Letters of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, Credit issued at the Administrative Agent shall advise each Lender request of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingEEIG Borrower, at any one time outstanding, shall not exceed $575,000,000.

Borrowing Procedure. To request a Revolving Borrowing or Tranche B-1 Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Tranche B-1 Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(c) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the (a) Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, notify and submit a duly completed and executed Borrowing Request to the Administrative Agent in writing not later than 10:00 AM (aNew York City time) five (5) Business Days before each requested Borrowing (or in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., 10:00 AM (New York City time) on the Closing Date), (1) one Business Day before specifying the date amount of the proposed BorrowingRevolving Loan to be made. Such Borrowing Request shall be certified by a Financial Officer (or such other authorized Person as Borrower directs from time to time) of Borrower. Each Borrowing Request required hereunder (i) shall be irrevocable and irrevocable, (ii) shall specify the following information in compliance with Section 2.02: (a) whether amount of the requested Borrowing is to be a proposed Borrowing of Revolving Loans or Term Loans; , (biii) shall specify the aggregate amount of such Borrowing; (c) the date of such Borrowingproposed Borrowing date, which shall be a Business Day;Permitted Borrowing Date and (iv) shall specify wire transfer instructions in accordance with such Borrowing shall be funded. (b) [Reserved]. (c) Borrower shall be entitled to deliver only two (2) Borrowing Requests during each calendar month. Notwithstanding anything to the contrary herein, for purposes of clarification, it is hereby agreed that during each calendar month there shall be only, and the Borrower shall not be entitled to specify more than, two (2) Permitted Borrowing Dates. (d) whether such Administrative Agent shall give to each applicable Lender with a Commitment prompt notice on the date of Administrative Agent’s receipt of written notice from Borrower of each Borrowing Request. On the date on which a Borrowing is requested to be an ABR Borrowing or a Eurodollar Borrowing; (e) in made pursuant to the case applicable Notice of a Eurodollar Borrowing, each applicable Lender will make available to Administrative Agent at the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition address of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions Administrative Agent set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified9.01, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Periodin immediately available funds, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount its Applicable Commitment Percentage of such Lender’s Loan Borrowing requested to be made as part and, subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the requested Borrowing.Loan Parties contained

Borrowing Procedure. To request a Revolving Borrowing or Term Loan B Borrowing, the relevant Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving BorrowingEurodollar Borrowing in dollars, not later than 12:00 p.m.noon., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or a Term LoansB Borrowing; (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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”"; provided that until the date on which the Syndication Agent shall have notified Borrower Agent that the primary syndication of the Commitments has been completed, the Interest Period shall be seven days; (f) the location and number of the relevant Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02 (b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. If 's duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or telecopy (or transmit by other electronic transmission transmission, if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided Borrowing (except that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan proposed Eurodollar Borrowings to be made on the Closing Date, such Borrowing Request may be delivered not later than 12:00 p.m.9:00 a.m., New York City time, on the Closing Date) or (1ii) one Business Day before in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (aconfirmed by telecopy or e-mail no later than one Business Day following such request) (i) in the case of a Eurodollar Revolving Borrowing, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, an ABR Borrowing (other than Swingline Loans) not later than 12:00 1:00 p.m., New York City time, (1) one on the Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or Term Loansa Swingline Loan; (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 an ABR Borrowing or a Eurodollar Revolving Borrowing; (e) in the case of a Eurodollar Revolving Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided, that until the earlier of (i) the date on which the Administrative Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 180 days after the Original Closing Date, the Interest Period shall be one month; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.02 (b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall notify Collateral Agent of the borrowing Request, confirm with Collateral Agent that the funding of such Borrowing Request is in conformity with this Section 2.03 and advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request In order to effect a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, hand deliver or telecopy (or transmit by facsimile or other electronic transmission if arrangements for doing so have been communications pursuant to procedures approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request ) to the Administrative Agent a Borrowing Request (a) in the case of a Revolving LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Working Days before the date of the a proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or and (b) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date day of the a proposed Borrowing. Each Borrowing Request Such notice shall be irrevocable and shall in each case specify the following information in compliance with Section 2.02: (aA) whether the Borrowing is under the Tranche A Facility or the Tranche B Facility, (B) whether the Borrowing then being requested is to be a LIBOR Borrowing or an ABR Borrowing, (C) the date of such Borrowing (which shall be a Working Day) and the amount thereof and (D) if such Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension thereto. No Borrowing may be made after under the Closing Date, that Tranche B Facility if there is unused available Borrowing capacity under the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is madeTranche A Facility. If no election as to the Interest Rate Type of a Borrowing is specifiedspecified in any such Borrowing Request, then the requested Borrowing shall be a Eurodollar an ABR Borrowing. If no Interest Period with respect to any LIBOR Borrowing with is specified in any such Borrowing Request, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to shall not have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request given notice in accordance with this Section 2.032.5 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. The Administrative Agent shall promptly advise each Lender the applicable Lenders of the details thereof any notice given pursuant to this Section 2.5 and of the amount of each such Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan B Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving BorrowingEurodollar Borrowing in dollars, not later than 12:00 p.m.noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Revolving Borrowing of Revolving Loans or a Term LoansB Borrowing; (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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02 (b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To In order to request a Revolving Term Loan Borrowing or Term Loan a Revolving Credit Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent (a) in the case of a Revolving Borrowing, such request by telephone not later than 12:00 p.m., New York City time time, (or such later time on such a) one Business Day before a proposed Borrowing of Eurodollar Loans on the Funding Date and (b) three Business Days before a proposed Borrowing of Eurodollar Loans or SOFR Loans on any other date (or, in each case, such shorter period as may be reasonably acceptable to agreed by the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not and no later than 12:00 p.m., New York City time, (1) one on the Business Day before the date of a proposed Borrowing in the proposed Borrowingcase of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information in compliance with Section 2.02: information: (ai) whether the Borrowing then being requested Borrowing is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Term Incremental Revolving Loans; ; (b) the aggregate amount of such Borrowing; (cii) the date of such Borrowing, Borrowing (which shall be a Business Day; ); (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fiii) the number and location and number of the account to which funds are to be disbursed; (iv) the amount of such Borrowing (stated in the Available Currency); and (v) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or, Eurodollar Loans or SOFR Loans and (g) , if Eurodollar Loans or SOFR Loans, the Interest Period with respect to each Credit Extension made after the Closing Datethereto; provided, however, that the conditions 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 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as Interest Period with respect to the Type of any Eurodollar Borrowing or SOFR Borrowing is specifiedspecified in any such notice, then the requested Borrowing Borrower shall be a Eurodollar Borrowing with deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the The Administrative Agent shall promptly advise each Lender the applicable Lenders of any notice given pursuant to this Section 2.03 (and the details thereof contents thereof), and of the amount of such each Lender’s Loan to be made as part portion of the requested Borrowing.. Notwithstanding anything to the contrary set forth herein, no

Borrowing Procedure. To In order to request a Revolving Borrowing (other than a deemed Borrowing pursuant to Section 2.01(a) or Term Loan BorrowingSection 2.02(f), the as to which this Section 2.03 shall not apply), a Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by notify the Administrative Agent, a duly completed and executed Borrowing Request Agent by telephone (promptly confirmed by electronic communication) or shall hand deliver or send by electronic communication to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Revolving Term SOFR Borrowing or a Term ▇▇▇▇▇ Borrowing, not later than 12:00 1:00 p.m., New York City time time, three Business Days (or such later time as the Administrative Agent may reasonably agree), before a proposed Borrowing (or, in the case of a Borrowing on such the Eighth Amendment Effective Date, prior to 1:00 p.m. New York City time on the Business Day immediately preceding the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative AgentAgent may reasonably agree)), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing or a Daily Simple SOFR Borrowing, not later than 12:00 1:00 p.m., New York City time, on the date of a proposed Borrowing (1or such later time as the Administrative Agent may reasonably agree) and (c) in the case of a Canadian Base Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before a proposed Borrowing (or such later time as the date of Administrative Agent may reasonably agree). Subject to the proposed Borrowing. Each second proviso below, each Borrowing Request shall be irrevocable irrevocable, shall be signed by or on behalf of a Borrower and shall specify the following information in compliance with Section 2.02: information: (ai) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Borrowing, and whether such Borrowing is to be a Term SOFR Borrowing, Daily Simple SOFR Borrowing, an ABR Borrowing, a Canadian Base Rate Borrowing or a Term ▇▇▇▇▇ Borrowing; provided, however, that, (x) each Term Borrowing shall be either a Term SOFR Borrowing or an ABR Borrowing and (y) Daily Simple SOFR Borrowings may only be requested with respect to Borrowings of Revolving Loans or Term other than Tranche A Revolving Loans; ; (b) the aggregate amount of such Borrowing; (cii) the date of such Borrowing, Borrowing (which shall be a Business Day; ); (diii) whether the Borrower of such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fiv) the number and location and number of the account to which funds are to be disbursed; and (gv) the amount of such Borrowing; (vi) for Revolving Loans, the currency of such Borrowing (provided that, each ABR Borrowing shall be denominated in dollars), and (vii) if such Borrowing is to be a Term SOFR Borrowing or a Term ▇▇▇▇▇ Borrowing, the initial Interest Period with respect thereto and the Class of Loans to which such initial Interest Period will apply; provided, further, that, a Borrowing Request may state that such Borrowing Request is conditioned upon the consummation of any transaction or other event so specified, in which case such Borrowing Request may be revoked (or the borrowing date extended) by a Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, in any case, without premium, penalty or any other cost whatsoever; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each Credit Extension made after requested Borrowing shall comply with the Closing Date, that the conditions requirements set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar an ABR Borrowing. If no currency is specified with respect to the requested Borrowing, then the applicable Borrower shall be deemed to have selected dollars. If no Interest Period with respect to any Term SOFR Borrowing with or Term ▇▇▇▇▇ 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. If The Administrative Agent shall promptly advise the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period applicable Lenders of one month’s duration. Promptly following receipt of a Borrowing Request any notice given in accordance with this Section 2.032.03 (and the contents thereof), the Administrative Agent shall advise each Lender of the details thereof and of the amount of such each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case Each Borrowing of a Revolving BorrowingLoans shall be made on notice, given not later than (i) 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m.Noon, New York City time, (1) one on the third Business Day before prior to the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify (in the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be case of a Borrowing of Revolving Loans or Term to consist of LIBO Rate Loans; ) and (bii) 12:00 Noon, New York City time, on the Business Day of the proposed Borrowing (in the case of a Borrowing of Loans to consist of Base Rate Loans), by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimile transmission. Each such notice of a Borrowing of Loans shall be made in writing, in substantially the form of a Borrowing Request, specifying therein (i) the aggregate amount of such Borrowing; (c) the requested date of such Borrowing, Borrowing (which shall be a Business Day; ), (dii) whether such Borrowing is to be an ABR Borrowing a LIBO Rate Loan or a Eurodollar Base Rate Loan, (iii) the requested aggregate amount of such Borrowing; , (eiv) in the case of a Eurodollar BorrowingLIBO Rate Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; therefor and (fv) the location and number of the Borrower’s account to which funds are to be disbursed; and. (gb) with respect Each Lender shall make each Loan to each Credit Extension be made after by it hereunder on the Closing Dateproposed date thereof by wire transfer of immediately available funds by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower and designated by the Borrower in the applicable Borrowing Request; provided that Borrowings made to finance the conditions set forth reimbursement of an LC Disbursement as provided in Section 4.02(b2.6.6 shall be remitted by the Administrative Agent to the Issuing Lender specified in Section 2.6.6. (c) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type type of Borrowing a Loan is specified, then the requested Borrowing Loan shall be a Eurodollar Borrowing with an Base Rate Loan. If no Interest Period of one month’s duration. If is specified with respect to any requested LIBO Rate Loan, then the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent requested Loan shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made instead as part of the requested Borrowinga Base Rate Loan.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower Borrowers shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (apromptly confirmed by telecopy) (i) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.noon, New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, (other than Swingline Loans), not later than 12:00 p.m.noon, New York City time, (1) one on the Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by Borrowers. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (i) the date on which the Administrative Agent shall have notified Borrower that the primary syndication of the Commitments has been completed and (ii) the date which is 30 days after the Closing Date, the Interest Period shall be seven days; (fe) the location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.02 (b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrowers shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (d) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Borrowing under the Revolving Borrowing Credit Facility or Delayed Draw Term Loan BorrowingFacility, the Relevant Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telecopy or electronic transmission (ai) in the case of a Revolving BorrowingBorrowing of LIBOR Rate Loans, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or and (bii) in the case of Term Loan Borrowings to be made on the Closing Datea Borrowing of Base Rate Loans, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request Notwithstanding the foregoing, all Borrowings on the Closing Date shall be irrevocable Borrowings of Base Rate Loans, unless the Administrative Agent shall have received a satisfactory funding indemnity letter and advance written notice pursuant to the terms of this Section 2.03. Each such written Notice of Borrowing shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR a Borrowing of Base Rate Loans or a Eurodollar BorrowingBorrowing of LIBOR Rate Loans; (ed) in the case of a Eurodollar BorrowingBorrowing of LIBOR Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fe) the location and number of the account to which funds are to be disbursed; (f) the Facility under which the Loans are to be borrowed; (g) in the case of a Delayed Draw Term Loan Borrowing, the maturity date of such Delayed Draw Term Loans, which shall be six, seven, eight, nine or ten years from the date of such Borrowing; and (gh) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and 6 or Section 4.02(c) will be 7, as applicable, are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an of Base Rate Loans. If no Interest Period is specified with respect to any requested Borrowing of one month’s duration. If LIBOR Rate Loans, then the Relevant Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Notice of Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the applicable Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans, U.S. Term B-3 Loans or Canadian Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until 60 days after the Fifth Amendment Effectiveness Date, the Interest Period for any U.S. Term B-3 Loans shall be, at the option of Borrower, seven days, one, two or three months; (f) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(cthrough (d) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request The following procedures apply to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02Borrowings: (a) whether Each Borrowing shall be made on the requested Borrowing is Company's notice (a "Notice of Borrowing," substantially in the form of Exhibit B-1) to be Administrative Agent requesting that Lenders fund a Borrowing on a certain date (the "Borrowing Date"), which notice (i) shall be irrevocable and binding on the Company, (ii) shall specify the Borrowing Date, amount, Type, and (for a Borrowing comprised of Revolving Loans Eurodollar Rate Borrowings) Interest Period, and (iii) must be received by Administrative Agent no later than 11:00 a.m. New York, New York time on the third (3rd) Business Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or Term Loans;on the Borrowing Date for any Base Rate Borrowing. Administrative Agent shall timely notify each Lender with respect to each Notice of Borrowing. (b) Each Lender shall remit its Pro Rata Part of each requested Borrowing to Administrative Agent's principal office in New York, New York, in funds which are or will be available for immediate use by Administrative Agent by 1:00 p.m. New York, New York time on the aggregate amount Borrowing Date therefor. Subject to receipt of such funds, Administrative Agent shall (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by the Company or waived by Determining Lenders) make such funds available to the Company by causing such funds to be deposited to the Company's account as designated to Administrative Agent by the Company. Notwithstanding the foregoing, unless Administrative Agent shall have been notified by a Lender prior to a Borrowing Date that such Lender does not intend to make available to Administrative Agent such Lender's Pro Rata Part of the applicable Borrowing; , Administrative Agent may assume that such Lender has made such proceeds available to Administrative Agent on such date, as required herein, and Administrative Agent may (cunless to its actual knowledge any of the conditions precedent therefor have not been satisfied by the Company or waived by Determining Lenders), in reliance upon such assumption (but shall not be required to), make available to the Company a corresponding amount in accordance with the foregoing terms, but, if such corresponding amount is not in fact made available to Administrative Agent by such Lender on such Borrowing Date, Administrative Agent shall be entitled to recover such corresponding amount on demand (i) from such Lender, together with interest at the Federal Funds Rate during the period commencing on the date such corresponding amount was made available to the Company and ending on (but excluding) the date of Administrative Agent recovers such Borrowingcorresponding amount from such Lender, which or (ii) if such Lender fails to pay such corresponding amount forthwith upon such demand, then from the Company, together with interest at a rate per annum equal to the applicable rate for such Borrowing during the period commencing on such Borrowing Date and ending on (but excluding) the date Administrative Agent recovers such corresponding amount from the Company. No Lender shall be a Business Day; (d) whether such Borrowing is responsible for the failure of any other Lender to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case make its Pro Rata Part of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested any Borrowing. SECTION 3 TERMS OF PAYMENT

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Lead Borrower shall deliver, notify the Administrative Agent of such request by facsimile telecopy or other electronic transmission (if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent 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 Revolving BorrowingBorrowing of LIBOTerm SOFR Rate Loans, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datea Borrowing of Base Rate Loans (other than Swingline Loans), not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before 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 irrevocable, subject to Sections 2.09, 3.01 and 3.05, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Notice of Borrowing, appropriately completed and signed by Lead Borrower. Each such telephonic and written Notice of Borrowing shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) : the aggregate amount of such Borrowing; (c) ; the date of such Borrowing, which shall be a Business Day; (d) ; whether such Borrowing is to be an ABR a Borrowing of Base Rate Loans or a Eurodollar Borrowing; (e) Borrowing of LIBOTerm SOFR Rate Loans; in the case of a Eurodollar BorrowingBorrowing of LIBOTerm SOFR Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) ; and the location and number of the account to which funds are to be disbursed; and (g) , which shall comply with respect to each Credit Extension made after the Closing Date, that the conditions set forth in requirements of Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an of Base Rate Loans. If no Interest Period is specified with respect to any requested Borrowing of one month’s duration. If the LIBOTerm SOFR Rate Loans, then Lead Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Notice of Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request By delivering a Revolving Borrowing Request to ------------------- the Administrative Agent on or Term Loan before 12:00 noon, New York time, on a Business Day, a Borrower may from time to time irrevocably request, on not less than one, in the case of Base Rate Loans, or three, in the case of LIBO Rate Loans, nor (in either case), more than five Business Days' notice, that a Borrowing be made in a minimum amount of $1,000,000 and an integral multiple of $1,000,000, or in the unused amount of the Commitments. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request (the "Funding Date"). On or before ------------ 11:00 a.m., New York time, on such Funding Date, each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing, . Such deposit will be made to an account which the Borrower Administrative Agent shall deliver, specify from time to time by facsimile or other electronic transmission if arrangements for doing so notice to the Lenders. Unless the Administrative Agent shall have been approved in writing (including via email) notified by any Lender prior to the Administrative Agent, a duly completed and executed Borrowing Request Funding Date for any Loans that such Lender does not intend to make available to the Administrative Agent (a) in the case amount of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time Lender's Loan requested on such Business Day as Funding Date, the Administrative Agent may be reasonably acceptable assume that such Lender has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrowers a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent), at the customary rate set by Administrative Agent for the correction of errors among banks for three (3) Business Days before and thereafter at the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is madeAlternate Base Rate. If no election as to such Lender does not pay such corresponding amount forthwith upon the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Administrative Agent's demand therefore, the Administrative Agent shall advise promptly notify the Borrowers and the Borrowers shall within five Business Days pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this Section shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrowers may have against any Lender as a result of the details thereof and of the amount of any default by such Lender hereunder. No Lender’s 's obligation to make any Loan shall be affected by any other Lender's failure to be made as part of the requested Borrowingmake any Loan.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the relevant Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fe) the location and number of the relevant Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If is specified with respect to any requested Eurodollar Borrowing, then the relevant Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, notify the Administrative Agent of such request by facsimile or other electronic transmission (if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent which approval shall not be unreasonably withheld, conditioned or delayed) (ai) in the case of a Revolving BorrowingBorrowing of LIBO Rate Loans, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings a Borrowing of CDOR Rate Loans, not later than 1:00 p.m., Toronto time, three Business Days before the date of the proposed Borrowing to be made on the Closing DateAdministrative Agent’s Toronto office or (iii) in the case of a Borrowing of Base Rate Loans (other than Swingline Loans), not later than 12:00 p.m.noon, New York City time, (1) one on the Business Day of the proposed Borrowing. Notwithstanding the foregoing, if the Borrower wishes to request LIBO Rate Loans having an Interest Period other than one, three or six months in duration, or if agreed to by all Lenders, twelve months 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, whereupon the Administrative Agent shall give prompt notice to each Lender 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, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by such Lenders. Each such telephonic Notice of Borrowing Request shall be irrevocable irrevocable, subject to Sections 2.09 and 3.01, and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Notice of Borrowing in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Notice of Borrowing shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing name of Revolving Loans or Term Loansthe Borrower; (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 an ABR a Borrowing of Base Rate Loans, a Borrowing of LIBO Rate Loans or a Eurodollar BorrowingBorrowing of CDOR Rate Loans; (e) in the case of a Eurodollar BorrowingBorrowing of LIBO Rate Loans or CDOR Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02; (g) the currency of the Borrowing; (h) the amount of Eligible Cash as of the close of business on the Business Day prior to the date of such notice and the remaining Availability after adjusting for the proposed Borrowing; and (gi) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be Article 6 or Article 7, as applicable, are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing of Base Rate Loans (for Borrowings in U.S. Dollars) and CDOR Rate Loans with an Interest Period of one month’s duration (for Borrowings in Canadian Dollars). If no Interest Period is specified with respect to any requested Borrowing of LIBO Rate Loans or CDOR Rate Loans, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified, then the Borrower requests a Eurodollar requested Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified an Interest Period of one month’s durationmade in U.S. Dollars. Promptly following receipt of a Notice of Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery, facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttransmission, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate principal amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(c(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If is specified with respect to any requested Eurodollar Borrowing, then the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the applicable Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans, U.S. Term Loans or Canadian Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”"; provided that until the earlier of (x) the date on which the Syndication Agent shall have notified U.S. Borrower that a Successful Syndication has been achieved and (y) 60 days after the Second Amendment Effectiveness Date, the Interest Period for any Additional U.S. Term Loans shall be seven days; (f) the location and number of the applicable Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section Sections 4.02(b) and Section 4.02(cthrough (d) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If 's duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Administrative Borrower (on its own behalf or on behalf of any other Borrower) shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to notify the Administrative Agent of such request by telephone (apromptly confirmed by telecopy) (i) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing (other than Swingline Loans), not later than 12:00 p.m.11:00 a.m., New York City time, (1) one on the same Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Administrative Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing Borrower on whose behalf the Administrative Borrower is to be a Borrowing of Revolving Loans or Term Loansrequesting such Borrowing; (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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Administrative Borrower’s account to into which funds are to be disbursed, which shall comply with the requirements of Section 2.02; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b4.02(b)-(e) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madeRequest. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If is specified with respect to any requested Eurodollar Revolving Borrowing, then the Administrative Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or telecopy (or transmit by other electronic transmission transmission, if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided Borrowing (except that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan proposed Eurodollar Borrowings to be made on the Closing Date, such Borrowing Request may be delivered not later than 12:00 3:00 p.m., New York City time, (1) one on the Business Day before prior to the Closing Date) or (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate principal amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Revolving Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.9:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Additional Revolving Loans, Additional Term Loans or Delayed Draw Term 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 an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the is specified with respect to any requested Eurodollar Borrowing, then Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To In order to request a Revolving Borrowing (other than a deemed Borrowing pursuant to Section 2.01(a) or Term Loan BorrowingSection 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by notify the Administrative Agent, a duly completed and executed Borrowing Request Agent by telephone (promptly confirmed by electronic communication) or shall hand deliver or send by electronic communication to the Administrative Agent a duly completed Borrowing Request (a) in the case of a Revolving Term SOFR Borrowing or a Term C▇▇▇▇ Borrowing, not later than 12:00 1:00 p.m., New York City time time, three Business Days (or such later time as the Administrative Agent may reasonably agree), before a proposed Borrowing (or, in the case of a Borrowing on such the Eighth Amendment Effective Date, prior to 1:00 p.m. New York City time on the Business Day immediately preceding the proposed Borrowing (or such later time as may be reasonably acceptable to the Administrative AgentAgent may reasonably agree)), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing or a Daily Simple SOFR Borrowing, not later than 12:00 1:00 p.m., New York City time, on the date of a proposed Borrowing (1or such later time as the Administrative Agent may reasonably agree) and (c) in the case of a Canadian Base Rate Borrowing, not later than 1:00 p.m., New York City time, one Business Day before a proposed Borrowing (or such later time as the date of Administrative Agent may reasonably agree). Subject to the proposed Borrowing. Each second proviso below, each Borrowing Request shall be irrevocable irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information in compliance with Section 2.02: information: (ai) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Borrowing, and whether such Borrowing is to be a Term SOFR Borrowing, Daily Simple SOFR Borrowing, an ABR Borrowing, a Canadian Base Rate Borrowing or a Term C▇▇▇▇ Borrowing; provided, however, that, (x) each Term Borrowing shall be either a Term SOFR Borrowing or an ABR Borrowing and (y) Daily Simple SOFR Borrowings may only be requested with respect to Borrowings of Revolving Loans or Term other than Tranche A Revolving Loans; ; (b) the aggregate amount of such Borrowing; (cii) the date of such Borrowing, Borrowing (which shall be a Business Day; ); (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fiii) the number and location and number of the account to which funds are to be disbursed; and (giv) the amount of such Borrowing; (v) for Revolving Loans, the currency of such Borrowing (provided that, each ABR Borrowing shall be denominated in dollars), and (vi) if such Borrowing is to be a Term SOFR Borrowing or a Term C▇▇▇▇ Borrowing, the initial Interest Period with respect thereto and the Class of Loans to which such initial Interest Period will apply; provided, further, that, a Borrowing Request may state that such Borrowing Request is conditioned upon the consummation of any transaction or other event so specified, in which case such Borrowing Request may be revoked (or the borrowing date extended) by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, in any case, without premium, penalty or any other cost whatsoever; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each Credit Extension made after requested Borrowing shall comply with the Closing Date, that the conditions requirements set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made2.02. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar an ABR Borrowing. If no currency is specified with respect to the requested Borrowing, then the Borrower shall be deemed to have selected dollars. If no Interest Period with respect to any Term SOFR Borrowing with or Term C▇▇▇▇ 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 The Administrative Agent shall promptly advise the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period applicable Lenders of one month’s duration. Promptly following receipt of a Borrowing Request any notice given in accordance with this Section 2.032.03 (and the contents thereof), the Administrative Agent shall advise each Lender of the details thereof and of the amount of such each Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing (a) Upon (i) any Disbursements being made in respect of one or Term Loan Borrowing, more Letters of Credit or (ii) the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request giving written notice to the Administrative Agent of any ASCO L/C Reimbursement (a) in either case, whether or not such Letters of Credit or ASCO Letters of Credit were issued to support the case obligations of a Revolving Borrowingthe Borrower or any of its wholly-owned Subsidiaries), not later than 12:00 the Borrower will (unless it will have given notice to the Administrative Agent to the contrary prior to 3:00 p.m., New York City time (time, at least three Business Days prior to the date of such Disbursement or such later time on such Business Day as may ASCO L/C Reimbursement) be reasonably acceptable deemed to have delivered to the Administrative Agent), three (3) Business Days before Agent a Notice of Borrowing pursuant to which the date of Borrower will have been deemed to irrevocably request that the proposed Borrowing; provided that Fronting Bank make a Revolving Borrowing may not be requested more than twice per calendar month, or (b) LIBO Rate Loan to the Borrower with a six month Interest Period in the case of Term Loan Borrowings a principal amount equal to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; Disbursements or ASCO L/C Reimbursements, as the case may be. The Borrower hereby acknowledges and agrees that each Notice of Borrowing deemed to be delivered hereunder or actually delivered hereunder, as the case may be, the making of a Loan by the Fronting Bank to reimburse (cx) the Fronting Bank for Disbursements made under the Letters of Credit or (y) the Borrower in respect of ASCO L/C Reimbursements made in connection with ASCO Letters of Credit, and the acceptance by the Borrower of the proceeds of the Borrowing will constitute a representation and warranty by the Borrower that on the date of such BorrowingBorrowing (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 will be used to fund (x) the Reimbursement Obligations in respect of Letters of Credit under which one or more Disbursements were made and (y) the ASCO L/C Reimbursements in respect of ASCO Letters of Credit, which shall be in either case, on the date of the making of the applicable Loan. (b) In addition to the provisions of the making of Loans set forth in clause (a), above, by delivering a Notice of Borrowing to the Administrative Agent on or before 3:00 p.m., New York time, on a Business Day; , the Borrower may from time to time irrevocably request, on not less than three nor more than five Business Days' notice (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of LIBO Rate Loans) and on the date of such Borrowing (in the case of Base Rate Loans), that a Eurodollar Borrowing, the initial Borrowing be made as other than a LIBO Rate Loan having a six month Interest Period to be applicable thereto, which shall be a period contemplated by or in an amount other than the definition full amount of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) Disbursements or ASCO L/C Reimbursement with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will which such Loan is to be satisfied or waived as of the date the requested Borrowing is made. If no election the Borrower elects that a Borrowing be made as a LIBO Rate Loan having a one, two, three, four or five month Interest Period pursuant to this clause, then upon the expiration of such Interest Period, the Borrower shall (unless it shall have given notice to the Type Administrative Agent to the contrary prior to 3:00 p.m., New York time, at least three Business Days prior to the date of Borrowing is specified, then such Disbursement) be deemed to have delivered to the requested Borrowing Administrative Agent a Continuation/Conversion Notice pursuant to which the Borrower shall be have been deemed to irrevocably request that the Fronting Bank continue the outstanding LIBO Rate Loan as a Eurodollar Borrowing LIBO Rate Loan with an Interest Period of either five, four, three, two or one month’s durationmonth(s), so that the combined Interest Period for such Loan will equal six months, in each case in a principal amount equal to the amount of the LIBO Rate Loan with an Interest Period then expiring. If On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified (or deemed to be specified) in such Notice of Borrowing. (c) The Fronting Bank may, at any time (whether or not a Default or Event of Default has occurred and is then continuing), in its sole and absolute discretion but subject to clause (a)(ii) of Section 2.1.3, demand that each other Lender make a Loan in an amount equal to such Lender's Percentage of the aggregate principal amount of all or a portion of the Loans outstanding on the date such demand is made, and may (in its sole discretion) elect which Loans are to be chosen as the Loans to be refunded by the Lenders. Each Lender (other than the Fronting Bank) irrevocably agrees that it will (whether or not the conditions to the making of a Credit Extension contained in Article VI have been (or can be) satisfied) make such Loan by depositing the amount so demanded in same day funds in an account specified by the Fronting Bank on or before 3:00 p.m. New York time on the first Business Day following receipt of such a demand. The Fronting Bank agrees to apply all such funds received by it under this clause to refund and refinance the Loans previously made by it to the Borrower, as identified in the demand that it delivers to the Lenders pursuant to this clause. On the date (a "Funding Date") that the Lenders (other than the Fronting Bank) advance funds to the Fronting Bank pursuant to this clause, the principal amount so refunded and refinanced will become a Loan to the Borrower requests identified by the Fronting Bank outstanding under such Lender's Commitment to the Borrower and will no longer be a Eurodollar Borrowing but fails Loan owed to specify an Interest Periodthe Fronting Bank under the Fronting Bank's Commitment to the Borrower. All interest payable with respect to any Loans made pursuant to this clause will be appropriately adjusted to reflect the period of time during which such Loans were owing to the Fronting Bank and, on and subsequent to a Funding Date, such Loans were owing to the Lenders. The obligation of each Lender to make Loans by way of advancing immediately available funds to the Fronting Bank on a Funding Date to be applied to refund and refinance the Loans previously made by the Fronting Bank to the Borrower under this clause will be absolute and unconditional and will not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which any Lender may have against the Fronting Bank, the Borrower will be deemed to have specified an Interest Period or any other Person for any reason whatsoever; (ii) the occurrence or continuance of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, any Default or the Administrative Agent shall advise each Lender inability of the details thereof and Borrower to otherwise satisfy the conditions precedent set forth in Article VI; (iii) any adverse change in the condition (financial or otherwise) of the amount Borrower or any other Loan Party; (iv) the acceleration or maturity of such any Loans or other Obligations or the termination of any Commitment after the making of any Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any Lender’s Loan ; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to be made as part any of the requested Borrowingforegoing.

Borrowing Procedure. To request In order to effect a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, hand deliver or telecopy (or transmit by facsimile or other electronic transmission if arrangements for doing so have been communications pursuant to procedures approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request ) to the Administrative Agent a Borrowing Request (a) in the case of a Revolving LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Working Days before the date of the a proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or and (b) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before on the date day of the a proposed Borrowing. Each Borrowing Request Such notice shall be irrevocable and shall in each case specify the following information in compliance with Section 2.02: (aA) whether the Borrowing then being requested is to be a LIBOR Borrowing or an ABR Borrowing, (B) the date of such Borrowing (which shall be a Working Day) and the amount thereof and (C) if such Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (c) the date of such Borrowing, which shall be a Business Day; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is madethereto. If no election as to the Interest Rate Type of a Borrowing is specifiedspecified in any such Borrowing Request, then the requested Borrowing shall be a Eurodollar an ABR Borrowing. If no Interest Period with respect to any LIBOR Borrowing with is specified in any such Borrowing Request, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to shall not have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request given notice in accordance with this Section 2.032.5 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. The Administrative Agent shall promptly advise each Lender the applicable Lenders of the details thereof any notice given pursuant to this Section 2.5 and of the amount of each such Lender’s Loan to be made as part portion of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan BorrowingThe following procedures apply to Borrowings under Facility A (other than Competitive Borrowings, the Borrower shall deliverSwing Line Borrowings, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via emailand Borrowings pursuant to SECTIONS 2.2(c) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent 2.3(d)): (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Each Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to shall be made on Borrower's notice (a "NOTICE OF BORROWING," substantially in the Closing Dateform of EXHIBIT B-1) to Administrative Agent requesting that Facility A Lenders fund a Borrowing on a certain date (the "BORROWING DATE"), not later than 12:00 p.m., New York City time, which notice (1i) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and binding on Borrower, (ii) shall specify the following information in compliance with Section 2.02: Borrowing Date, amount, Type, and (a) whether the requested Borrowing is to be for a Borrowing comprised of Revolving Loans Eurodollar Rate Borrowings) Interest Period, and (iii) must be received by Administrative Agent no later than 10:00 a.m. Dallas, Texas time on the third Business Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or Term Loans;on the Business Day immediately preceding the Borrowing Date for any Base Rate Borrowing. Administrative Agent shall timely notify each Facility A Lender with respect to each Notice of Borrowing relating to Facility A. (b) Each Facility A Lender shall remit its Pro Rata Part of each requested Borrowing to Administrative Agent's principal office in Dallas, Texas, in funds which are or will be available for immediate use by Administrative Agent by 1:00 p.m. Dallas, Texas time on the aggregate amount Borrowing Date therefor. Subject to receipt of such funds, Administrative Agent shall (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Determining Lenders) make such funds available to Borrower by causing such funds to be deposited to Borrower's account as designated to Administrative Agent by Borrower. Notwithstanding the foregoing, unless Administrative Agent shall have been notified by a Facility A Lender prior to a Borrowing Date that such Facility A Lender does not intend to make available to Administrative Agent such Facility A Lender's Pro Rata Part of the applicable Borrowing; , Administrative Agent may assume that such Facility A Lender has made such proceeds available to Administrative Agent on such date, as required herein, and Administrative Agent may (cunless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrower or waived by Determining Lenders), in reliance upon such assumption (but shall not be required to), make available to Borrower a corresponding amount in accordance with the foregoing terms, but, if such corresponding amount is not in fact made available to Administrative Agent by such Facility A Lender on such Borrowing Date, Administrative Agent shall be entitled to recover such corresponding amount on demand (i) from such Facility A Lender, together with interest at the Federal Funds Rate during the period commencing on the date such corresponding amount was made available to Borrower and ending on (but excluding) the date of Administrative Agent recovers such Borrowingcorresponding amount from such Facility A Lender, which or (ii) if such Facility A Lender fails to pay such corresponding amount forthwith upon such demand, then from Borrower, together with interest at a rate per annum equal to the applicable rate for such Borrowing during the period commencing on such Borrowing Date and ending on (but excluding) the date Administrative Agent recovers such corresponding amount from Borrower. No Facility A Lender shall be a Business Day; (d) whether such Borrowing is responsible for the failure of any other Facility A Lender to be an ABR Borrowing or a Eurodollar make its Pro Rata Part of any Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested BorrowingAMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENT 29 35 SECTION 3 TERMS OF PAYMENT.

Borrowing Procedure. To request a Revolving the Borrowing or Term Loan Borrowingon the Closing Date, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of a Revolving Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: : (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; ; (cb) the date of such Borrowing, which shall be a Business Day; ; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Term SOFR Borrowing; ; (ed) in the case of a Eurodollar Term SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; ; and (fe) the location and number of the account to which funds are to be disbursed; and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Term SOFR Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Term SOFR Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent, a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case Each Borrowing of a Revolving BorrowingLoans shall be made on notice, given not later than (i) 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m.Noon, New York City time, (1) one on the third Business Day before prior to the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify (in the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be case of a Borrowing of Revolving Loans or Term to consist of LIBO Rate Loans; ) and (bii) 12:00 Noon, New York City time, on the Business Day of the proposed Borrowing (in the case of a Borrowing of Loans to consist of Base Rate Loans), by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimile transmission. Each such notice of a Borrowing of Loans shall be made in writing, in substantially the form of a Borrowing Request, specifying therein (i) the aggregate amount of such Borrowing; (c) the requested date of such Borrowing, Borrowing (which shall be a Business Day; ), (dii) whether such Borrowing is to be an ABR Borrowing a LIBO Rate Loan or a Eurodollar Base Rate Loan, (iii) the requested aggregate amount of such Borrowing; , (eiv) in the case of a Eurodollar BorrowingLIBO Rate Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; therefor and (fv) the location and number of the Borrower's account to which funds are to be disbursed; and. (gb) with respect Each Lender shall make each Loan to each Credit Extension be made after by it hereunder on the Closing Dateproposed date thereof by wire transfer of immediately available funds by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower and designated by the Borrower in the applicable Borrowing Request; provided that Borrowings made to finance the conditions set forth reimbursement of an LC Disbursement as provided in Section 4.02(b2.6.6 shall be remitted by the Administrative Agent to the Issuing Lender specified in Section 2.6.6. (c) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type type of Borrowing a Loan is specified, then the requested Borrowing Loan shall be a Eurodollar Borrowing with an Base Rate Loan. If no Interest Period of one month’s duration. If is specified with respect to any requested LIBO Rate Loan, then the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent requested Loan shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made instead as part of the requested Borrowinga Base Rate Loan.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan B Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term B 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 an ABR Borrowing or a Eurodollar Borrowing; provided that Eurodollar Borrowings shall not be available until the earlier of (i) August 31, 2004 and (ii) the date on which the Syndication Agent shall have notified Borrower that a Successful Syndication has been achieved ; provided further, however, that if on August 31, 2004, the Syndication Agent shall not have notified Borrower that a Successful Syndication has been achieved, then Borrower shall only be entitled to select Interest Periods for Eurodollar Borrowings of one month until it has been so notified; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “"Interest Period”"; (f) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (g) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.02(b)-(d) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Revolving Borrowing, then Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s 's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 's Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopy, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (x) the date on which the Syndication Agent shall have notified the Borrower that a Successful Syndication has been achieved and (y) 60 days after the Closing Date, the Interest Period for any Loans shall be seven days; (fe) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(b) and Section 4.02(c) will be 4.01 have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing with Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If duration (subject to the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month’s durationproviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall deliver, by hand delivery or facsimile (or transmit by other electronic transmission transmission, if arrangements for doing so have been approved in writing (including via email) by the Administrative Agent), a duly completed and executed Borrowing Request for Credit Extension to the Administrative Agent (ai) in the case of a Revolving EurodollarTerm Benchmark Rate Borrowing, not later than 12:00 1:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent)time, three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month(or, in the case of the initial extension of credit on the Closing Date, one Business Day before) or (bii) in the case of Term Loan Borrowings to be made on the Closing Datean ABR Borrowing, not later than 12:00 1:00 p.m., New York City time, (1) one Business Day before on the date of the proposed Borrowing. Each Borrowing Request for Credit Extension for a Revolving Loan or a Term Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02: : (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; ; (b) the aggregate amount of such Borrowing; ; (c) the date of such Borrowing, which shall be a Business Day; ; (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar EurodollarTerm Benchmark Rate Borrowing; ; (e) in the case of a Eurodollar EurodollarTerm Benchmark Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; ; (f) the location and number of the Borrower’s account to which funds are to be disbursed; and , which shall comply with the requirements of Section 2.02(c) and (g) with respect if and to each Credit Extension made after the Closing Dateextent required under Section 4.01, that the conditions set forth in Section 4.02(bclauses (a) and (b) of Section 4.02(c) will be 4.01 are satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specifiedspecified in any such notice, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If with respect to any requested EurodollarTerm Benchmark Rate Borrowing is specified in any such notice, then the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period, the Borrower will shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request for Credit Extension in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender▇▇▇▇▇▇’s Loan to be made as part of the requested Borrowing.

Borrowing Procedure. To request a (i) Each Revolving Borrowing or Term Loan shall be made upon the Borrower's irrevocable written notice ("Notice of Borrowing, ") delivered to the Borrower shall deliver, by facsimile or other electronic transmission if arrangements for doing so have been approved in writing (including via email) Lender which notice must be received by the Administrative AgentLender not later than (1) 11:00 a.m. (New York, a duly completed and executed Borrowing Request New York time) three Business Days prior to the Administrative Agent requested Funding Date in the case of Multi-Month LIBOR Rate Revolving Loans and (a2) 11:00 a.m. (New York, New York time) on the requested Funding Date in the case of Reference Rate Revolving Loans and One-Month LIBOR Rate Revolving Loans, specifying: (A) the amount of the borrowing (which amount, in the case of a borrowing of Multi-Month LIBOR Rate Revolving BorrowingLoans, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may shall not be requested more less than twice per calendar month$3,000,000, or (b) that is in the case an integral multiple of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, (1) one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information $500,000 in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loansexcess thereof); (bB) the aggregate amount of such Borrowing; (c) the date of such Borrowingrequested Funding Date, which shall be a Business Day; (dC) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (f) the location and number of the account to which funds Revolving Loans requested are to be disbursedReference Rate Revolving Loans, One-Month LIBOR Rate Revolving Loans or Multi-Month LIBOR Rate Revolving Loans; and (gD) the duration of the Interest Period if the requested Revolving Loans are to be Multi-Month LIBOR Rate Revolving Loans. If the Notice of Borrowing fails to specify the duration of the Interest Period for any borrowing comprised of Multi-Month LIBOR Rate Revolving Loans, such Interest Period shall be two months. (ii) There may not be more than six (6) different Interest Periods in effect at any one time. (iii) With respect to any request for Reference Rate Revolving Loans and One-Month LIBOR Rate Revolving Loans, in lieu of delivering the above-described Notice of Borrowing, the Borrower may give the Lender telephonic notice of such request by the required time, and Lender shall be entitled to rely on the telephonic notice in making such Revolving Loans. (iv) All Revolving Loans made on the Closing Date shall be Reference Rate Revolving Loans or One-Month LIBOR Rate Revolving Loans, as the Borrower may direct. (b) On or prior to the Closing Date and thereafter prior to any change with respect to each Credit Extension made after any of the Closing Date, that information contained in the conditions set forth in Section 4.02(bfollowing clauses (i) and Section 4.02(c) will be satisfied or waived as of the date the requested Borrowing is made. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an Interest Period of one month’s duration. If the Borrower requests a Eurodollar Borrowing but fails to specify an Interest Period(ii), the Borrower will shall deliver to the Lender a writing setting forth (i) the account of the Borrower to which the Lender is authorized to transfer the proceeds of the Revolving Loans requested pursuant to this Section 2.2, and (ii) the names of the officers authorized to request Revolving Loans on behalf of the Borrower, and shall provide the Lender with a specimen signature of each such officer. The Lender shall be deemed entitled to rely conclusively on such officer's authority to request Revolving Loans on behalf of the Borrower, the proceeds of which are to be transferred to any of the accounts specified by the Borrower pursuant to the immediately preceding sentence, until the Lender receives written notice to the contrary. The Lender shall have no duty to verify the identity of any individual representing himself as one of the officers authorized by the Borrower to make such requests on its behalf. (c) The Lender shall not incur any liability to the Borrower as a result of acting upon any notice referred to in Sections 2.2(a) and (b), which notice the Lender believes in good faith to have specified been given by an Interest Period officer duly authorized by the Borrower to request Revolving Loans on its behalf or for otherwise acting in good faith under this Section 2.2, and the crediting of one month’s duration. Promptly following receipt Revolving Loans to the Borrower's deposit account, or transmittal to such Person as the Borrower shall direct, shall conclusively establish the obligation of a the Borrower to repay such Revolving Loans. (d) Any Notice of Borrowing Request (or telephonic notice in lieu thereof) made pursuant to Section 2.2 (a) shall be irrevocable and the Borrower shall be bound to borrow the funds requested therein in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowingtherewith.

Borrowing Procedure. To request a Revolving Borrowing Credit Extension, Parent Borrower (on behalf of itself or Term Loan Borrowing, the Borrower Subsidiary Borrower) shall deliver, by facsimile hand delivery or other electronic transmission if arrangements for doing so have been approved in writing (including via email) by the Administrative Agenttelecopier, a duly completed and executed Borrowing Request to the Administrative Agent (ai) in the case of a Revolving Eurodollar Borrowing, not later than 12:00 p.m., New York City time (or such later time on such Business Day as may be reasonably acceptable to the Administrative Agent), three (3) Business Days before the date of the proposed Borrowing; provided that a Revolving Borrowing may not be requested more than twice per calendar month, or (b) in the case of Term Loan Borrowings to be made on the Closing Date, not later than 12:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (1ii) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Term Loans; (b) the aggregate amount of such Borrowing; (cb) the date of such Borrowing, which shall be a Business Day; (dc) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; (ed) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (fe) the location and number of the Borrowers’ account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and (gf) with respect to each Credit Extension made after the Closing Date, that the conditions set forth in Section 4.02(bSections 4.01(s)-(u) and Section 4.02(c) will be have been satisfied or waived as of the date of the requested Borrowing is madenotice. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Eurodollar Borrowing with an ABR Borrowing. If no Interest Period of one month’s duration. If the Borrower requests a is specified with respect to any requested Eurodollar Borrowing but fails to specify an Interest PeriodBorrowing, the Borrower will then Borrowers shall be deemed to have specified selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.