Common use of Making the Loans Clause in Contracts

Making the Loans. (a) The Initial Borrowing shall be made on notice, given not later than (x) 12:00 noon on the third Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon on the Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Such notice of the Initial Borrowing (the “Notice of Initial Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day), (ii) Type of Loans comprising the Initial Borrowing, (iii) aggregate amount of the Initial Borrowing, and (iv) in the case of an Initial Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 2:00 p.m. on the date of the Initial Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of the Initial Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing.

Making the Loans. (a) The Initial Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the Effective Date date of the proposed Borrowing in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon 11:00 A.M. (New York City time) on the Business Day prior to date of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each applicable Lender prompt notice thereof by facsimiletelecopier or any other electronic means agreed to by the Agent. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed promptly in writing writing, or by facsimile telecopier (or any other electronic means agreed to by the Agent), in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial Borrowing, such Borrowing and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan. Each applicable Lender shall, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of the Initial Borrowing, such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing9.02(a).

Making the Loans. (a) The Initial Each Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third Business Day prior to the Effective Date in the case date of an Initial Borrowing consisting of Eurodollar a Eurocurrency Rate Loans or Borrowing, and (y) 12:00 noon 11:00 A.M. (New York City time) on the Business Day prior to the Effective Date in the case day of an Initial Borrowing consisting of a Base Rate LoansBorrowing, by the U.S. Borrower (on its own behalf and on behalf of any Euro Borrower) to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier. Such Each notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be made in writing writing, or verbally and confirmed immediately in writing, by facsimile telecopier, electronic mail, telex or cable, in substantially the form of Exhibit B B-1 hereto, specifying therein the requested (i) date of the Initial such Borrowing (which shall be the Effective Date and a Business Day), (ii) Type of Loans Loan comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting comprised of Eurodollar Eurocurrency Rate Loans, initial the Interest Period for each such Loan, and (v) the name of the Borrower (which shall be the U.S. Borrower or a Euro Borrower). Each Lender shall, shall (A) before 2:00 p.m. 11:00 A.M. Local Time on the date of such Borrowing (in the Initial case of a Eurocurrency Rate Borrowing) and (B) before 1:00 P.M. (New York City time) on the date of such Borrowing (in the case of a Base Rate Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV (Conditions of Lending), the Administrative Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the relevant Borrower in such manner as the Notice of Initial BorrowingAdministrative Agent and the U.S. Borrower may agree.

Making the Loans. (a) The Initial Borrowing Each Loan shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the Effective Date requested date of the proposed Loan (in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans Loans) or given not later than 11:00 A.M. (yNew York City time) 12:00 noon on the requested Business Day prior to of the Effective Date proposed Loan (in the case of an Initial Borrowing a Loan consisting of Base Rate Loans), by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier. Such Each such notice of the Initial Borrowing (the a “Notice of Initial Borrowing”) shall be in writing or by facsimile telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of the Initial such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits address referred to in Section 8.02, in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowingaforesaid address.

Making the Loans. (a) The Initial Borrowing Administrative Borrower shall be made on noticegive the Administrative Agent written notice in the form of Exhibit B hereto (a “Notice of Borrowing”)), given not later than (x) 12:00 noon (New York time) on the third date which is three (3) Business Days prior to the date of the proposed Loan (in the case of a LIBOR Rate Loan), or not later than 12:00 noon (New York time) on the date which is one (1) Business Day prior to the Effective Date date of the proposed Loan (in the case of an Initial Borrowing consisting of Eurodollar a Reference Rate Loans or (y) 12:00 noon on the Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimileLoan). Such notice of the Initial Borrowing (the “Notice of Initial Borrowing”) Borrowing shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested irrevocable and shall specify (i) date the principal amount and type of the Initial Borrowing (which shall be the Effective Date and a Business Day)proposed Loan, (ii) Type of Loans comprising the proposed borrowing date, which must be a Business Day, and, with respect to the Initial BorrowingTerm Loan, must be the Effective Date, (iii) aggregate amount of whether the Initial Borrowingproposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of an Initial Borrowing consisting of Eurodollar a LIBOR Rate LoansLoan, the initial Interest Period for each such Loan. Each Lender shallto be applicable thereto, before 2:00 p.m. on which shall be a period contemplated by the date definition of the Initial Borrowing, make available for term “Interest Period” and (v) the wiring information of the account of its Applicable Lending Office the Borrowers to which the proceeds of such Loan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of email or facsimile notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent at the Agentand each Lender shall be entitled to rely conclusively on any Authorized Officer’s Account, in same day funds, such Lender’s Ratable Share authority to request a Loan on behalf of the Initial BorrowingBorrowers until the Administrative Agent receives written notice to the contrary. After The Administrative Agent and the Agent’s receipt of such funds and upon fulfillment Lenders shall have no duty to verify the authenticity of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the signature appearing on any written Notice of Initial Borrowing.

Making the Loans. (a) The Initial .The Term Loan A Borrowing consisting of Term A Loans advanced by the Term Loan A Lenders on the Effective Date shall be made on noticefollowing the issuance of a Notice of Borrowing, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the Effective Date in date of the case of an Initial Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon on the Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loansproposed Term Loan A Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender the Term Loan A Lenders prompt notice thereof by facsimile. Such notice of Senior Secured Term Loan Credit Agreement among U.S. Well Services, Inc., USWS Holdings LLC, U.S. Well Services, LLC, the Subsidiary Guarantors, the Initial Borrowing (the “Lenders, and CLMG Corp. dated as of May 7, 2019 electronic communication. Each such Notice of Initial Borrowing”) Borrowing shall be by telephone, confirmed immediately in writing writing, or by facsimile electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial such Term Loan A Borrowing (which shall be the Effective Date and a Business DayDate), and (ii) Type of Loans comprising the Initial Borrowing, (iii) aggregate amount of the Initial such Term Loan A Borrowing, and (iv) in the case of an Initial Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Term Loan A Lender shall, before 2:00 p.m. 11:00 A.M. (New York City time) on the date of the Initial such Term Loan A Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable its Pro Rata Share of the Initial Borrowingamount of such Term Loan A Borrowing in accordance with its Term Loan A Commitment under the Term Loan A Facility. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Borrower hereby directs the Administrative Agent will make to apply such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower set forth in the Notice of Initial BorrowingFunds Flow Memorandum.

Making the Loans. (a) The Initial To request a Borrowing on the Closing Date, the Borrower shall be made on noticenotify the Administrative Agent by facsimile, given telephone or electronically not later than (xi) 12:00 noon on the third 10:00 a.m. (Local Time) three (3) Business Day Days prior to the Effective Date Closing Date, in the case of an Initial a Borrowing consisting comprised of Eurodollar Rate Loans or Loans, and (yii) 12:00 noon 9:00 a.m. (Local Time) on the Business Day prior to the Effective Date proposed Closing Date, in the case of an Initial a Borrowing consisting comprised of Base Rate ABR Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Such A notice of the Initial Borrowing pursuant to this Section 2.02 (the a “Notice of Initial Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B 2.02 hereto, specifying therein the requested (i) date of the Initial Borrowing proposed Closing Date (which shall be the Effective Date and a Business Day), (ii) Type of Loans comprising the Initial BorrowingLoans, (iii) aggregate amount of the Initial proposed Borrowing and the Interest Period, if any, applicable thereto (which shall comply with the provisions of the definition of Interest Period). The Administrative Agent shall in turn promptly notify each Bank by facsimile of the date, applicable interest rate and aggregate amount of such Borrowing and such Bank’s ratable portion of such Borrowing, and (iv) in the case of an Initial Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shallBank, before 2:00 p.m. on the date of the Initial Borrowing, make available for the account of its Applicable Lending Office Office, shall, before 12:00 Noon (Local Time) on the Closing Date specified in the notice received from the Administrative Agent pursuant to the Agent at the Agentpreceding sentence, deposit such Bank’s Account, ratable portion of such Borrowing in same day fundsfunds to the Administrative Agent’s LS2 Incoming Clearing Account No. 9008113381 (ABA No. 000000000) (unless another account is designated by the Administrative Agent for such purpose), such Lender’s Ratable Share of the Initial BorrowingReference: Xxxxxx International Inc., maintained at 0 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will shall make same day funds in the amount of such funds available to the Borrower by 2:00 p.m. (Local Time) on the Closing Date, at the Agent’s address referred to in Section 8.02 or as requested account specified by the Borrower in the Notice of Initial Borrowing.

Making the Loans. (a) The Initial initial Borrowing shall be made on upon notice, given not later than 11:00 A.M. (xLos Angeles, California time) 12:00 noon on the third one (1) Business Day (to the extent that the initial Borrowing will consist of ABR Loans) and three (3) Business Days (to the extent that the initial Borrowing will consist of Eurodollar Rate Loans) prior to the Effective Date in the case of an Initial Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon on the Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Base Rate LoansClosing Date, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimileand of each other notice received from the Borrower hereunder. Such The notice of the Initial such Borrowing (the “Notice of Initial Borrowing”) shall be in writing or by facsimile writing, substantially in substantially the form of Exhibit B A-1 hereto, and specifying therein the requested (i) the requested date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) the requested Type and amount of Loans each Loan comprising the Initial such Borrowing, (iii) the requested aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting comprised of Eurodollar Rate Loans, the initial Interest Period for each such Loan. In the case of a proposed Borrowing comprised of Eurodollar Rate Loans, the Administrative Agent shall promptly notify each Lender of the applicable interest rate pursuant to Section 3.05. Each Lender shall, before 2:00 p.m. 11:00 A.M. (Los Angeles, California time) on the date of the Initial such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits Principal Office, in same day funds, such Lender’s Ratable Proportionate Share of the Initial such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIVI, the Administrative Agent will make such funds available to the Borrower at by promptly crediting the Agent’s address referred amounts so received in like funds to in Section 8.02 or as requested an account of the Borrower designated by the Borrower in the Notice of Initial Borrowing. For the purposes of determining whether the applicable conditions set forth in Article VI have been fulfilled, the Administrative Agent may assume the truth of the statements contained in certificates delivered pursuant to said Section.

Making the Loans. (a) The Initial Except as otherwise provided in Section 2.03, each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the Effective Date date of the proposed Borrowing in the case of an Initial a Borrowing consisting of Eurodollar Term SOFR Rate Loans or (y) 12:00 noon 11:00 A.M. (New York City time) on the Business Day prior to date of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimilethereof. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier in substantially the form of Exhibit B hereto, or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer, specifying therein the requested (i) CHAR1\1986393v3 date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Term SOFR Rate Loans, initial Interest Period for each such LoanLoans. Each Lender shall, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of the Initial such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such LenderXxxxxx’s Ratable Share of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing8.02.

Making the Loans. (a) The Initial Borrowing shall be made on notice, given not later than (xi) 12:00 noon on the third Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Eurodollar a Base Rate Loans or Loan, 11:00 A.M. (yNew York City time) 12:00 noon on the one Business Day prior to before the Effective Date date of the proposed Borrowing (which shall be a Business Day) and (ii) in the case of an Initial Borrowing consisting a Eurodollar Loan, 11:00 A.M. (New York City time) three Business Days before the date of Base Rate Loansthe proposed Borrowing, in each case by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof on the same Business Day by facsimilefacsimile transmission or electronic messaging system. Such notice of the Initial Borrowing (the “"Notice of Initial Borrowing”") shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein (A) the requested (i) date of the Initial proposed Borrowing (which shall be the Effective Date and a Business Day), (iiB) the Type of Loans comprising the Initial Borrowing, (iiiC) the aggregate amount of the Initial Borrowing, and (ivD) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan, and (E) the location and number of the Borrower's account to which funds are to be disbursed. Each Lender shall, before 2:00 p.m. 12:00 Noon (New York City time) on the date of the Initial Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s Ratable Share 's ratable portion of the Initial Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3, the Administrative Agent will make such funds available to the Borrower at by promptly crediting the Agent’s address referred amounts so received, in like funds, to an account of the Borrower or maintained with the Administrative Agent in Section 8.02 or as requested New York City and designated by the Borrower in the Notice of Initial Borrowing.

Making the Loans. (a) The Initial Except as otherwise provided in Section 2.03, each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the Effective Date date of the proposed Borrowing in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon 11:00 A.M. (New York City time) on the Business Day prior to date of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimilethereof. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier in substantially the form of Exhibit B hereto, or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such LoanLoans. Each Lender shall, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of the Initial such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing8.02.

Making the Loans. (a) The Initial Except as otherwise provided in Section 2.03, each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the Effective Date (or in the case of an Initial the Term Loans, the second Business Day) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon 11:00 A.M. (New York City time) on the Business Day prior to date of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimilethereof. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such LoanLoans. Each Lender shall, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of the Initial Borrowing, such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing8.02.

Making the Loans. (a) The Initial Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the Effective Closing Date in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon 11:00 A.M. (New York City time) on the Business Day prior to the Effective Closing Date in the case of an Initial a Borrowing consisting of Base Rate Loans, by the Borrower Company to the Agent, which shall give to each applicable Lender prompt notice thereof by facsimiletelecopier or any other electronic means agreed to by the Agent. Such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed promptly in writing writing, or by facsimile telecopier (or any other electronic means agreed to by the Agent), in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial Borrowing, such Borrowing and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan. Each applicable Lender shall, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of the Initial Borrowing, Closing Date make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower Company at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing9.02(a).

Making the Loans. (a) The Initial Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third Business Day prior to the Effective Date (in the case of an Initial the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Loans or (y) 12:00 noon (New York City time) on the Business Day prior to date of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimilefax or e-mail. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile fax in substantially the form of Exhibit B heretohereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Eurocurrency Rate Loans, initial Interest Period for each such LoanPeriod. Each Appropriate Lender shall, shall (1) before 2:00 p.m. noon (New York City time) on the date of such Borrowing, in the Initial case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 9.02 or at the applicable Payment Office, as requested by the Borrower in the Notice of Initial Borrowingcase may be.

Making the Loans. (a) The Initial Each Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third Business Day prior to the Effective Date (in the case of an Initial the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Loans or (y) 12:00 noon (New York City time) on the Business Day prior to date of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimilefax or e-mail. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile fax in substantially the form of Exhibit B heretohereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Eurocurrency Rate Loans, initial Interest Period for each such LoanPeriod. Each Appropriate Lender shall, shall (1) before 2:00 p.m. noon (New York City time) on the date of such Borrowing, in the Initial case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 9.02 or at the applicable Payment Office, as requested by the Borrower in the Notice of Initial Borrowingcase may be.

Making the Loans. (a) The Initial Borrowing Administrative Borrower shall be made on noticegive the Administrative Agent written notice in the form of Exhibit B hereto (a “Notice of Borrowing”)), given not later than (x) 12:00 noon (New York time) on the third date which is three (3) Business Days prior to the date of the proposed Loan (in the case of a SOFR Loan), or not later than 12:00 noon (New York time) on the date which is one (1) Business Day prior to the Effective Date date of the proposed Loan (in the case of an Initial Borrowing consisting of Eurodollar a Reference Rate Loans or (y) 12:00 noon on the Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimileLoan). Such notice of the Initial Borrowing (the “Notice of Initial Borrowing”) Borrowing shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested irrevocable and shall specify (i) date the principal amount and type of the Initial Borrowing (which shall be the Effective Date and a Business Day)proposed Loan, (ii) Type of Loans comprising the proposed borrowing date, which must be a Business Day, and, with respect to the Initial BorrowingTerm Loan, must be the Effective Date, (iii) aggregate amount of whether the Initial Borrowingproposed Loan is to be a Reference Rate Loan or a SOFR Loan, and (iv) in the case of an Initial Borrowing consisting of Eurodollar Rate Loansa SOFR Loan, the initial Interest Period for each such Loan. Each Lender shallto be applicable thereto, before 2:00 p.m. on which shall be a period contemplated by the date definition of the Initial Borrowing, make available for term “Interest Period” and (v) the wiring information of the account of its Applicable Lending Office the Borrowers to which the proceeds of such Loan are to be disbursed. The Administrative Agent and the Lenders may act without liability upon the basis of email or facsimile notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). The Administrative Agent at the Agentand each Lender shall be entitled to rely conclusively on any Authorized Officer’s Account, in same day funds, such Lender’s Ratable Share authority to request a Loan on behalf of the Initial BorrowingBorrowers until the Administrative Agent receives written notice to the contrary. After The Administrative Agent and the Agent’s receipt of such funds and upon fulfillment Lenders shall have no duty to verify the authenticity of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the signature appearing on any written Notice of Initial Borrowing.

Making the Loans. (a) The Initial Except as otherwise provided in Section 2.03, each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the Effective Date (or in the case of an Initial the Term Loans, the second Business Day) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon 11:00 A.M. (New York City time) on the Business Day prior to date of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimilethereof. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier in substantially the form of Exhibit B hereto, or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such LoanLoans. Each Lender shall, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of the Initial such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing8.02.

Making the Loans. (a) The Initial Borrowing Each Loan shall be made on notice, given not later than 3:00 p.m. (xNew York City time) 12:00 noon on the third Business Day prior to the Effective Date requested date of the proposed Loan (in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans Loans) or given not later than 11:00 a.m. (yNew York City time) 12:00 noon on the requested Business Day prior to of the Effective Date proposed Loan (in the case of an Initial a Borrowing consisting of Base Rate Loans), by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimilefax (or transmission by other electronic communication). Such Each such notice of the Initial Borrowing (the a “Notice of Initial Borrowing”) shall be in writing by fax (or transmission by facsimile other electronic communication), in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 2:00 1:00 p.m. (New York City time) on the date of the Initial such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits address referred to in Section 8.02, in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowingaforesaid address.

Making the Loans. (a) The Initial initial Borrowing shall be made on upon notice, given not later than 11:00 A.M. (xLos Angeles, California time) 12:00 noon on the third one (1) Business Day (to the extent that the initial Borrowing will consist of Alternate Base Rate Loans) and three (3) Business Days (to the extent that the initial Borrowing will consist of Eurodollar Rate Loans) prior to the Effective Date in the case date of an Initial Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon on the Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loanssuch Borrowing, by the Borrower Company to the Agent, which shall give to each Lender Bank prompt notice thereof by facsimileand of each other notice received from the Company hereunder. Such The notice of the Initial such Borrowing (the “Notice of Initial Borrowing”) shall be in writing or by facsimile writing, substantially in substantially the form of Exhibit B G hereto, and specifying therein the requested (i) the requested date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) the requested Type and amount of Loans each Loan comprising the Initial such Borrowing, (iii) the requested aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting comprised of Eurodollar Rate Loans, the initial Interest Period for each such Loan. In the case of a proposed Borrowing comprised of Eurodollar Rate Loans, the Agent shall promptly notify each Bank of the applicable interest rate pursuant to Section 4.05 hereof. Each Lender Bank shall, before 2:00 p.m. 11:00 A.M. (Los Angeles, California time) on the date of the Initial such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Accountits Principal Office, in same day funds, such LenderBank’s Ratable Proportionate Share of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 7 hereof, the Agent will make such funds available to the Borrower at Company by promptly crediting the Agent’s address referred amounts so received in like funds to in Section 8.02 or as requested an account of the Company designated by the Borrower Company in the Notice of Initial Borrowing. For the purposes of determining whether the applicable conditions set forth in Section 7 hereof have been fulfilled, the Agent may assume the truth of the statements contained in certificates delivered pursuant to said Section.

Making the Loans. (a) The Initial Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the Effective Date date of the proposed Borrowing, in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans Loans, or (y) 12:00 noon on the same Business Day prior to of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or electronic communication. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type Types of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial Borrowing, such Borrowing and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan. Each Lender shall, before 2:00 p.m. 11:00 A.M. (New York City time) on the date of the Initial such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Initial Borrowingsuch Borrowing in accordance with its respective Commitment. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial BorrowingFunding Account.

Making the Loans. (a) The Initial Except as otherwise provided in Section 2.2(b) or 2.13, each Revolving Credit Borrowing shall be made on notice, given not later than 11:00 a.m. (xDallas time) 12:00 noon (i) in the case of such a Borrowing comprised of Domestic Loans, on the Business Day prior to the date of the proposed Borrowing, and (ii) in the case of such a Borrowing comprised of LIBOR Loans on the third Business Day prior to the Effective Date date of the proposed Borrowing, in the either case of an Initial Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon on the Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loans, by the Borrower to the AgentAdministrative Lender, which shall give to each Lender prompt notice thereof by facsimiletelex, telecopier or cable. Such Each such notice of the Initial a Revolving Credit Borrowing (the “a "Notice of Initial Borrowing”") shall be in writing by telephone (confirmed by sending a Notice of Borrowing by one of the following means) telex, telecopier or by facsimile cable, in substantially the form of Exhibit B heretoI, specifying therein the requested (iA) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (iiB) Type of Loans comprising the Initial such Borrowing, (iiiC) aggregate amount of the Initial such Borrowing, and (ivD) in the case of an Initial such a Borrowing consisting of Eurodollar Rate LIBOR Loans, initial Interest Period for each such Loan. In the case of a proposed Revolving Credit Borrowing comprised of LIBOR Loans Administrative Lender shall promptly notify each Lender of the applicable interest rate under Section 2.6. Each Lender shall, before 2:00 p.m. 12:00 noon (Dallas time) on the date of the Initial such Revolving Credit Borrowing, make available for the account of its Applicable Lending Office to the Agent Administrative Lender at the Agent’s AccountAdministrative Lender's Principal Office, in same day funds, such Lender’s Ratable Share 's Pro Rata Part of the Initial such Borrowing. After the Agent’s Administrative Lender's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISections 2.16 and 2.17, the Agent Administrative Lender will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower depositing such funds received in the Notice general deposit account of Initial BorrowingBorrower with Administrative Lender.

Making the Loans. (a) The Initial Except as otherwise provided in Section 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the Effective Date date of the proposed Borrowing, in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans Loans, or (y) 12:00 noon on the same Business Day prior to of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelecopier or electronic communication. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier or electronic communication, in substantially the form of Exhibit B B-1 hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial BorrowingFacility under which such Borrowing is to be made, (iii) Types of Loans comprising such Borrowing, (iv) aggregate amount of the Initial Borrowing, such Borrowing and (ivv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan. Each Appropriate Lender shall, before 2:00 p.m. 11:00 A.M. (New York City time) on the date of the Initial such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing in accordance with the Initial Borrowingrespective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower crediting (1) in the Notice case of Initial the Term B Borrowing, the Funding Account, and (2) in the case of a Revolving Credit Borrowing, the Revenue Account or, on the Effective Date only, the Funding Account.

Making the Loans. (a) The Initial Each Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon in the case of Tranche A Loans, and 11:00 A.M. (Mexico City time) in the case of Tranche B Loans and Tranche C Loans, on the third Business Day prior to the Effective Date date of the proposed Borrowing, in the case of an Initial Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon on the Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loanseach case, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimile. Such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier or telex, in substantially the form of Exhibit B D hereto, specifying therein the requested (i) the requested date of the Initial Borrowing (which shall be the Effective Date and a Business Day)proposed Borrowing, (ii) Type the aggregate amount of Loans comprising such Borrowing under the Initial BorrowingTranche A Facility, (iii) the aggregate amount of such Borrowing under the Initial BorrowingTranche B Facility, and (iv) in the case aggregate amount of an Initial such Borrowing consisting of Eurodollar Rate Loans, under the Tranche C Facility and (v) the initial proposed Interest Period for each the Tranche A Loans under the Tranche A Facility contemplated by such Loanproposed Borrowing. Each Lender shall, before 2:00 p.m. 11:00 A.M. (New York City time) in the case of Tranche A Loans, and 11:00 A.M. (Mexico City time) in the case of Tranche B Loans and Tranche C Loans, on the date of the Initial such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing in accordance with the Initial Borrowingrespective Commitments under the applicable Tranche A Facility, Tranche B Facility or Tranche C Facility, as the case may be, of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial BorrowingAccount.

Making the Loans. (a) The Initial Borrowing shall of (i) the Term Loans on the Effective Date and (ii) the Borrowing of the Delayed Draw Loans on the applicable Delayed Draw Funding Date shall, in each case, be made on notice, given not later than (xi) 12:00 noon the time agreed upon by the Borrower and the Administrative Agent on the Business Day of the proposed Borrowing in the case of a Borrowing of Eurodollar Rate Loans on the Effective Date, (ii) 11:00 A.M. (New York City time) on the third Business Day prior to the Effective Date date of the proposed Borrowing in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon on the Business Day prior to following the Effective Date or (iii) 10:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by and the Borrower to the Agent, which Administrative Agent shall give to each Lender prompt notice thereof by facsimiletelecopier. Such Each such notice of the Initial Borrowing (the a “Notice of Initial Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day), (ii) requested Type of Loans comprising the Initial Borrowing, (ii) the aggregate amount of such Borrowing, (iii) aggregate amount of the Initial Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such LoanLoan and (iv) whether such Borrowing is a Term Borrowing or a Delayed Draw Borrowing. Each Lender shall, before 2:00 p.m. 12:00 noon (New York City time) (or such other time agreed upon by the Borrower and the Administrative Agent) on the date of the Initial applicable Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing8.02.

Making the Loans. (a) The Initial Borrowing Each Loan shall be made on notice, given not later than 3:00 p.m. (xNew York City time) 12:00 noon on the third Business Day prior to the Effective Date requested date of the proposed Loan (in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans Loans) or given not later than 11:00 a.m. (yNew York City time) 12:00 noon on the requested Business Day prior to of the Effective Date proposed Loan (in the case of an Initial a Borrowing consisting of Base Rate Loans), by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimilefax (or transmission by other electronic communication); provided that, so long as the Borrower has executed and delivered an indemnity letter in form and substance reasonably satisfactory to the Administrative Agent, notice for a Borrowing of Eurodollar Rate Loans on the Closing Date may be given not later than 11:00 a.m. (New York City time) on the Closing Date. Such Each such notice of the Initial Borrowing (the a “Notice of Initial Borrowing”) shall be in writing by fax (or transmission by facsimile other electronic communication), in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 2:00 1:00 p.m. (New York City time) on the date of the Initial such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits address referred to in Section 8.02, in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.01, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowingaforesaid address.

Making the Loans. (a) The Initial Except as otherwise provided in Section 2.03, each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the Effective Date (or in the case of an Initial the Term Loans, the second Business Day) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon 11:00 A.M. (New York City time) on the Business Day prior to date of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimilethereof. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such LoanLoans. Each Lender shall, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of the Initial such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing8.02.

Making the Loans. (a) The Initial Borrowing Each Loan shall be made on notice, given not later than 3:00 p.m. (xNew York City time) 12:00 noon on the third Business Day prior to the Effective Date requested date of the proposed Loan (in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans Loans) or given not later than 11:00 a.m. (yNew York City time) 12:00 noon on the requested Business Day prior to of the Effective Date proposed Loan (in the case of an Initial a Borrowing consisting of Base Rate Loans), by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimilefax (or transmission by other electronic communication). Such Each such notice of the Initial Borrowing (the a “Notice of Initial Borrowing”) shall be in writing by fax (or transmission by facsimile other electronic communication), in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Lender shall, before 2:00 1:00 p.m. (New York City time) on the date of the Initial such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits address referred to in Section 8.02, in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.01, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowingaforesaid address.

Making the Loans. (a) The Initial Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Loans, not later than 11:00 a.m. (xNew York time) 12:00 noon on the third Business Day prior to the Effective Date date of the proposed Borrowing and (ii) in the case of an Initial a Borrowing consisting of Eurodollar comprising Alternate Base Rate Loans or Loans, not later than 11:00 a.m. (yNew York time) 12:00 noon on the one Business Day prior to the Effective Date in date of the case of an Initial Borrowing consisting of Base Rate Loansproposed Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimilethereof. Such notice of the Initial Borrowing (the “Each such Notice of Initial Borrowing”) Borrowing by the Borrower shall be in writing or by facsimile transmission, in substantially the form of Exhibit B hereto, specifying therein the requested (iA) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (iiB) Type of Loans comprising the Initial to be made in connection with such Borrowing, (iiiC) aggregate amount of the Initial Borrowing, such Borrowing and (ivD) in the case of an Initial a Borrowing consisting of comprising Eurodollar Rate Loans, the initial Interest Period for each such Loan, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01; provided that in the event such notice fails to specify an initial Interest Period such Interest Period shall be deemed to be one month. Each Lender shall, before 2:00 1:00 p.m. (New York time) on the date of the Initial such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits address referred to in Section 8.02, in same day funds, such Lender’s Ratable Share ratable portion (according to the Lenders’ respective Commitments) of the Initial such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by account of the Borrower designated in the applicable Notice of Initial Borrowing.

Making the Loans. (a) The Initial Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the Effective Date date of the proposed Borrowing in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon 11:00 A.M. (New York City time) on the Business Day prior to date of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the applicable Borrower to the Agent, which shall give to each applicable Lender prompt notice thereof by facsimiletelecopier or any other electronic means agreed to by the Agent. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed promptly in writing writing, or by facsimile telecopier (or any other electronic means agreed to by the Agent), in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) whether such Borrowing is a US Revolving Borrowing, a Canadian Revolving Borrowing or a Term Borrowing, (iii) Type of Loans comprising the Initial such Borrowing, (iiiiv) aggregate amount of the Initial Borrowing, such Borrowing and (ivv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan. Each applicable Lender shall, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of the Initial Borrowing, such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the applicable Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing9.02(a).

Making the Loans. (a) The Initial Each Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third Business Day prior to the Effective Date (or, in the case of an Initial the proposed Borrowing consisting to be made on the Closing Date, noon (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of Eurodollar Rate Loans the proposed Borrowing or (y) 12:00 noon (New York City time) on the Business Day prior to date of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimilefax or e-mail. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile fax in substantially the form of Exhibit B heretohereto (or in such other form as may be acceptable to the Agent), specifying therein the requested requested, (i) date and Facility of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Eurocurrency Rate Loans, the initial Interest Period for each such LoanPeriod. Each Appropriate Lender shall, shall (1) before 2:00 p.m. noon (New York City time) on the date of such Borrowing, in the Initial case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 9.02 or at the applicable Payment Office, as requested by the Borrower in the Notice of Initial Borrowingcase may be.

Making the Loans. (a) The Initial Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the Effective Date date of the proposed Borrowing in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon 11:00 A.M. (New York City time) on the Business Day prior to date of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the applicable Borrower to the Agent, which shall give to each applicable Lender prompt notice thereof by facsimiletelecopier or any other electronic means agreed to by the Agent. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed promptly in writing writing, or by facsimile telecopier (or any other electronic means agreed to by the Agent), in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) whether such Borrowing is a US Revolving Borrowing, a Canadian Revolving Borrowing or a Term Borrowing, (iii) Type of Loans comprising the Initial such Borrowing, (iiiiv) aggregate amount of the Initial Borrowing, such Borrowing and (ivv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan. Each applicable Lender shall, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of the Initial Borrowing, such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the applicable Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing8.02(a).

Making the Loans. (a) The Initial Borrowing borrowing of Loans hereunder (the “Borrowing”) shall be made on noticenotice by the Borrower to the Administrative Agent (which shall give to each Lender prompt notice thereof) by a written notice of Borrowing (the “Notice of Borrowing”) delivered to the Administrative Agent by facsimile transmission, given immediately confirmed by telephone, in substantially the form of Exhibit A hereto, not later than (x) 12:00 noon 10:00a.m. New York City time, on the third Business Day prior to the Effective Date in proposed Borrowing Date. The Notice of Borrowing shall specify therein (i) the case proposed date of an Initial Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon on the Borrowing, which shall be a Business Day prior to not later than five Business Days after the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Such notice of the Initial Borrowing (the “Notice of Initial BorrowingBorrowing Date”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day), (ii) Type the proposed aggregate principal amount of Loans comprising the Initial Borrowing, (iii) the aggregate principal amount of the Initial Tranche A Borrowing and the aggregate principal amount of the Tranche B Borrowing included in such proposed Borrowing, (iv) the duration selected by the Borrower for the Interest Period with respect to any Tranche beginning on such Borrowing Date, and (ivv) in payment instructions with respect to the case proceeds of an Initial Borrowing consisting of Eurodollar Rate the Loans, initial Interest Period for each such Loan. Each Lender shall, before 2:00 p.m. 10:00a.m. (New York City time) on the date of the Initial Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Initial BorrowingBorrowing as determined in accordance with Section 2.01. After the Administrative Agent’s receipt of such funds and upon fulfillment or waiver of the applicable conditions set forth in Article III, the Administrative Agent will make shall disburse such funds available to in accordance with the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower payment instructions specified in the Notice of Initial Borrowing.

Making the Loans. (a) The Initial Each Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third Business Day prior to the Effective Date (in the case of an Initial the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Loans or (y) 12:00 noon (New York City time) on the Business Day prior to date of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimilefax or e-mail. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile fax in substantially the form of Exhibit B heretohereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Eurocurrency Rate Loans, initial Interest Period for each such LoanPeriod. Each Appropriate Lender shall, shall (1) before 2:00 p.m. noon (New York City time) on the date of such Borrowing, in the Initial case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 9.02 or at the applicable Payment Office, as requested by the case may be. Notwithstanding any other provision contained herein to the contrary, the last day of each Interest Period in effect with respect to each B Term Loan outstanding immediately prior to (x) the First Amendment Effective Date shall be deemed to be the First Amendment Effective Date, and on the First Amendment Effective Date, the Borrower shall pay interest on the unpaid principal amount of each B Term Loan that is accrued and unpaid through but excluding the First Amendment Effective Date at the rate per annum applicable to such Interest Period under Section 2.07(a)(i) or 2.07(a)(ii), as applicable, and (y) the Second Amendment Restatement Date shall be deemed to be the Second Amendment Restatement Date, and on the Second Amendment Restatement Date, the Borrower shall pay interest on the unpaid principal amount of each B Term Loan that is accrued and unpaid through but excluding the Second Amendment Restatement Date at the rate per annum applicable to such Interest Period under Section 2.07(a)(i) or 2.07(a)(ii), as applicable. Each B Term Loan outstanding as of (A) the First Amendment Effective Date will be deemed continued on the First Amendment Effective Date as a B Term Loan with an initial Interest Period as set forth on the notice of continuation attached as Exhibit A to the First Amendment and (B) the Second Amendment Restatement Date will be deemed continued on the Second Amendment Restatement Date as a B Term Loan with an initial Interest Period as set forth on the notice of continuation attached as Exhibit A to the Second Amendment. Notwithstanding any other provision contained herein to the contrary, the last day of each Interest Period in effect with respect to each A3 Term Loan and A5 Term Loan outstanding immediately prior to the Notice Second Amendment Restatement Date shall be deemed to be the Second Amendment Restatement Date, and on the Second Amendment Restatement Date, the Borrower shall pay interest on the unpaid principal amount of Initial Borrowing.each A3 Term Loan and A5 Term Loan that is accrued and unpaid through but excluding the Second Amendment Restatement Date at the rate per annum applicable to such Interest Period under Section 2.07(a)(i) or 2.07(a)(ii), as applicable. Each A3 Term Loan or A5 Term Loan outstanding as of the Second Amendment Restatement Date will be deemed continued on the Second Amendment Restatement Date as an A3 Term Loan or A5 Term Loan, as applicable, with an initial Interest Period as set forth on the notice of continuation attached as Exhibit A to the Second Amendment. [[NYCORP:3664832v12::08/15/2017--08:07 PM]]

Making the Loans. (a) The Initial Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third Business Day prior to the Effective Date (in the case of an Initial the proposed Borrowing to be made on the Closing Date, 9:00 A.M. (New York City time) one Business Day (or such shorter period as is approved by the Agent)) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Loans or (y) 12:00 noon (New York City time) on the Business Day prior to date of the Effective Date proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimilefax or e-mail. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile fax in substantially the form of Exhibit B heretohereto (or in such other form as may be acceptable to the Agent), specifying therein the requested (i) date and Facility of the Initial Borrowing (which shall be the Effective Date and a Business Day)such Borrowing, (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Eurocurrency Rate Loans, initial Interest Period for each such LoanPeriod. Each Appropriate Lender shall, shall (1) before 2:00 p.m. noon (New York City time) on the date of such Borrowing, in the Initial case of a Borrowing consisting of Eurocurrency Rate Loans and (2) before 2:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Loans, make available for the account of its Applicable [[3666665]] Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 9.02 or at the applicable Payment Office, as requested by the case may be. Notwithstanding any other provision contained herein to the contrary, the last day of each Interest Period in effect with respect to each Revolving Credit Loan and Term Loan outstanding immediately prior to the First Amendment Restatement Date shall be deemed to be the First Amendment Restatement Date, and on the First Amendment Restatement Date, the Borrower in shall pay interest on the Notice unpaid principal amount of Initial Borrowingeach Revolving Credit Loan or Term Loan that is accrued and unpaid through but excluding the First Amendment Restatement Date at the rate per annum applicable to such Interest Period under Section 2.07(a)(i) or 2.07(a)(ii), as applicable. Each Revolving Credit Loan or Term Loan outstanding as of the First Amendment Restatement Date will be deemed continued on the First Amendment Restatement Date as a Revolving Credit Loan or Term Loan, as applicable, with an initial Interest Period as set forth on the notice of continuation attached as Exhibit A to the First Amendment.

Making the Loans. (a) The Initial Each Revolving Credit Borrowing shall be made on noticefollowing the issuance of a Notice of Borrowing, given not later than 11:00 A.M. (New York City time) (x) 12:00 noon subject to the following clause (y), on the third Business Day prior to the Effective Date date of the proposed Revolving Credit Borrowing, in the case of an Initial a Borrowing consisting in a principal amount of Eurodollar Rate Loans up to $25,000,000, or (y) 12:00 noon on the tenth Business Day prior to the Effective Date date of the proposed Revolving Credit Borrowing, in the case of an Initial any Borrowing consisting that, together with all other Borrowings requested within the preceding 10 consecutive Business Days, would result in the aggregate principal amount of Base Rate Loanssuch Borrowings being greater than $25,000,000 (except in the case of the initial Borrowing on the Effective Date), by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelecopier or electronic communication. Such notice of the Initial Borrowing (the “Each such Notice of Initial Borrowing”) Borrowing shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier or electronic communication, in substantially the form of Exhibit B B-1 hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date such Revolving Credit Borrowing, and a Business Day), (ii) Type of Loans comprising the Initial Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such Loan. Each Appropriate Lender shall, before 2:00 p.m. 11:00 A.M. (New York City time) on the date of the Initial such Revolving Credit Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such Revolving Credit Borrowing in accordance with the Initial Borrowingrespective Commitments under the Revolving Credit Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the Agent’s address referred Operating Account. (b) The Term B Borrowing consisting of Term B Loans advanced by the Term B Lenders on the Effective Date shall be made following the issuance of a Notice of Borrowing, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to in Section 8.02 or as requested the date of the proposed Term B Borrowing, by the Borrower in to the Administrative Agent, which shall give to the Term B Lenders prompt notice thereof by telecopier or electronic communication. Each such Notice of Initial Borrowing shall be by telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such Term B Borrowing (which shall be the Effective Date), and (ii) aggregate amount of such Term B Borrowing.. Each Term B Lender

Making the Loans. (a) The Initial Each Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the Effective Date (a) in the case of an Initial a proposed Borrowing consisting comprised of Eurodollar Rate Loans or Loans, at least three (y3) 12:00 noon Business Days prior to the date of the proposed Borrowing, and (b) in the case of a proposed Borrowing comprised of Base Rate Loans, on the Business Day prior to of the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loansproposed Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender Bank prompt notice thereof by facsimiletelecopy, telex or cable. Such Each such notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be in writing or (including by facsimile telecopy), in substantially the form of Exhibit B hereto, specifying therein executed by the Borrower. Each Notice of Borrowing shall refer to this Agreement and shall specify the requested (i) date of the Initial such Borrowing (which shall be the Effective Date and a Business Day), (ii) Type of Loans comprising the Initial such Borrowing, (iii) aggregate principal amount of the Initial such Borrowing, and (iv) in the case of an Initial Borrowing consisting of Eurodollar Rate Loans, initial Interest Period for each such LoanBorrowing. Each Lender Bank shall, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of the Initial a proposed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits address referred to in Section 10.02, in same day funds, such LenderBank’s Ratable Share ratable portion of the Initial such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowingaforesaid address.

Making the Loans. (aiii) The Initial Borrowing shall be made on notice, given not later than (x) 12:00 noon on the third Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Eurodollar Rate Loans or (y) 12:00 noon on the Business Day prior to the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loans, by the Administrative Borrower to the Agent, which shall give to each Lender prompt the Agent prior written notice thereof by facsimile. Such notice of the Initial Borrowing (the “Notice of Initial Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B heretoC hereto (a “Notice of Borrowing”)), specifying therein not later than 12:00 noon (New York City time) on the requested date which is 5 Business Days prior to the date of the proposed Loan (or such shorter period as the Agent is willing to accommodate from time to time, but in no event later than 12:00 noon (New York City time) on the borrowing date of the proposed Loan). Such Notice of Borrowing shall be irrevocable and shall specify (i) date the principal amount of the Initial Borrowing (which proposed Loan, which, with respect to the initial Term Loan to be made on the Effective Date, shall be in the Effective Date and a Business Day)amount of $95,000,000, (ii) Type whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of Loans comprising a LIBOR Rate Loan, the Initial Borrowinginitial Interest Period with respect thereto, (iii) aggregate amount the use of the Initial Borrowingproceeds of such proposed Loan, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the initial Term Loan, must be the Effective Date, and (ivv) in the case wire instructions of an Initial Borrowing consisting the Administrative Borrower's account or any other designated account(s) to which funds are to be disbursed. Promptly following receipt of Eurodollar Rate Loansa Notice of Borrowing, initial Interest Period for the Agent shall notify each Lender of its pro rata share of such Loan. Each Lender shallshall thereafter make its Pro Rata Share of the Loan available to the Agent, before 2:00 p.m. in immediately available funds, in the Agent's Account no later than 12:00 noon (New York City time) on the date of the Initial Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of the Initial Borrowingproposed Loan. After the Agent’s Upon receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIall requested funds, the Agent will make the proceeds of such funds Loan available to the Administrative Borrower at on the Agent’s address referred day of the proposed Loan by causing an amount, in immediately available funds to be deposited in Section 8.02 or as requested an account designated by the Administrative Borrower in the applicable Notice of Initial Borrowing. The Agent and the Lenders may act without liability upon the basis of written notice believed by the Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Agent). Each Borrower hereby waives the right to dispute the Agent's record of the terms of any such Notice of Borrowing. The Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Agent receives written notice to the contrary. The Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing.

Making the Loans. (a) The Initial Borrowing Borrower shall be made on noticerequest Loans of a Series by delivering, given not by hand or facsimile, a written request containing the information required in this clause (a) and substantially in the form attached hereto as Exhibit B (a “Notice of Borrowing”), duly executed by an Authorized Officer of the Borrower to the Facility Agent by no later than 1:00 p.m. (xNew York City time) 12:00 noon on the third (3rd) Borrower Business Day prior to the Effective Date in requested date of such Loans (the case date of an Initial Borrowing consisting delivery of Eurodollar Rate Loans or (y) 12:00 noon on such Notice of Borrowing, the Business Day prior to “Notice Date”), and the Effective Date in the case of an Initial Borrowing consisting of Base Rate Loans, by the Borrower to the Agent, which Facility Agent shall give to each applicable Lender prompt notice thereof by facsimilefacsimile or other electronic means. Such notice of the Initial Borrowing (the “A Notice of Initial Borrowing”) Borrowing shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested irrevocable and shall specify: (i) date the Series of the Initial Borrowing (which shall be the Effective Date and a Business Day)Loans, (ii) Type the requested date of Loans comprising the Initial BorrowingLoans, which date shall be a Borrower Business Day occurring during the Availability Period for such Series (the "Funding Date"), (iii) the aggregate principal amount of the Initial BorrowingLoans, and which amount shall be in a minimum amount of $75,000,000, (iv) the amount of the Required Reserve Amount, (v) the details of the Borrower’s account to which the proceeds of such Loans less (A) the amount, if any, necessary to ensure that the balance on deposit in the case Required Reserve Account equals the Required Reserve Amount and (B) the amount of an Initial Borrowing consisting of Eurodollar Rate Loansany fees and expenses due on such Funding Date, initial Interest Period for each such Loan. Each Lender shall, before 2:00 p.m. on are to be credited and (vi) the date direction of the Initial Borrowing, make available for the account of its Applicable Lending Office Borrower to the Facility Agent at to pay the Agent’s Account, in same day funds, such Lender’s Ratable Share of the Initial Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions amounts set forth in Article III, clause (v)(A) and (B) from the Agent will make proceeds of such funds available Loans directly to the Borrower at Reserve Account or the Agent’s address referred party to in Section 8.02 or whom such fees and expenses are due, as requested by the Borrower in the Notice of Initial Borrowingapplicable.

Making the Loans. (a) The Initial Each Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third Business Day prior to the Effective Date in the case date of an Initial Borrowing consisting of Eurodollar a Eurocurrency Rate Loans or Borrowing, and (y) 12:00 noon 11:00 A.M. (New York City time) on the Business Day prior to the Effective Date in the case day of an Initial Borrowing consisting of a Base Rate LoansBorrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimilethereof. Such Each notice of the Initial a Borrowing (the a “Notice of Initial Borrowing”) shall be made in writing by telecopier, electronic mail, telex or by facsimile cable, in substantially the form of Exhibit B B-1 hereto, specifying therein the requested (i) date of the Initial such Borrowing (which shall be the Effective Date and a Business Day), (ii) Type of Loans Loan comprising the Initial such Borrowing, (iii) aggregate amount of the Initial such Borrowing, and (iv) in the case of an Initial a Borrowing consisting comprised of Eurodollar Eurocurrency Rate Loans, initial the Interest Period for each such Loan, and (v) the name of the Borrower. Each Lender shall, shall (A) before 2:00 p.m. 11:00 A.M. Local Time on the date of such Borrowing (in the Initial case of a Eurocurrency Rate Borrowing) and (B) before 1:00 P.M. (New York City time) on the date of such Borrowing (in the case of a Base Rate Borrowing), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV (Conditions of Lending), the Administrative Agent will make such funds available to the Borrower at in such manner as the Agent’s address referred to in Section 8.02 or as requested by Administrative Agent and the Borrower in the Notice of Initial Borrowingmay agree.

Making the Loans. (a) The Initial Borrowing of Loans shall be made on notice, given not later than 11:00 A.M. (xi) 12:00 noon on the third Business Day prior to the Effective Date date of the proposed Borrowing in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans or (yii) 12:00 noon on the first Business Day prior to the Effective Date date of the proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate LoansLoans (other than a Supplemental Borrowing), by and the Borrower to the Agent, which Administrative Agent shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic means. Such Each such notice of the Initial Borrowing (the a “Notice of Initial Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day), (ii) requested Type of Loans comprising the Initial Borrowing, (iiiii) the aggregate principal amount of such Borrowing and the Initial Borrowingamount of such Borrowing that represents a 3 Year Loan and a 5 Year Loan (which shall be determined in accordance with the last paragraph of Section 2.01), and (iviii) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan, (iv) the location and number of the account to which funds are to be disbursed, (v) the date of such Borrowing, (vi) whether such notice is conditioned on the occurrence of any event and (vii) if such notice is conditioned on the occurrence of an event, a description of the event (it being understood that, both the Administrative Agent and the Lenders shall be entitled to assume that the Loans contemplated by such Notice of Borrowing are to be made unless the Administrative Agent shall have received a written notice of revocation in accordance with Section 2.02(b) prior to the funding of such Borrowing). Each Lender shall, before 2:00 p.m. 12:00 noon (or such other time agreed upon by the Borrower and the Administrative Agent) on the date of the Initial applicable Borrowing (or, in the case of any Supplemental Borrowing, as promptly as practical following receipt of the Notice of a Non-Funding Lender), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing8.02.

Making the Loans. (a) The Initial Borrowing of Loans shall be made on notice, given not later than 11:00 A.M. (xi) 12:00 noon on the third Business Day prior to the Effective Date date of the proposed Borrowing in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans or (yii) 12:00 noon on the first Business Day prior to the Effective Date date of the proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate Loans, by and the Borrower to the Agent, which Administrative Agent shall give to each Lender prompt notice thereof by facsimiletelecopier. Such Each such notice of the Initial Borrowing (the a “Notice of Initial Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day), (ii) requested Type of Loans comprising the Initial Borrowing, (ii) the aggregate amount of such Borrowing, (iii) aggregate amount of the Initial Borrowing, and (iv) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such LoanLoan and (iv) the identity of the Borrower to which the Loans are to be made. Each Lender shall, before 2:00 p.m. 12:00 noon (or such other time agreed upon by the Borrowers and the Administrative Agent) on the date of the Initial applicable Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing8.02.

Making the Loans. (a) The Initial Borrowing of Loans shall be made on notice, given not later than 11:00 A.M. (xi) 12:00 noon on the third Business Day prior to the Effective Date date of the proposed Borrowing in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans or (yii) 12:00 noon on the first Business Day prior to the Effective Date date of the proposed Borrowing in the case of an Initial a Borrowing consisting of Base Rate LoansLoans (other than a Supplemental Borrowing), by and the Borrower to the Agent, which Administrative Agent shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic means. Such Each such notice of the Initial Borrowing (the a “Notice of Initial Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of the Initial Borrowing (which shall be the Effective Date and a Business Day), (ii) requested Type of Loans comprising the Initial Borrowing, (iiiii) the aggregate principal amount of such Borrowing and the Initial Borrowingamount of such Borrowing that represents a Tranche A Loan and a Tranche B Loan (which shall be determined in accordance with the last paragraph of Section 2.01), and (iviii) in the case of an Initial a Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Loan, (iv) the location and number of the account to which funds are to be disbursed, (v) the date of such Borrowing, (vi) whether such notice is conditioned on the occurrence of any event and (vii) if such notice is conditioned on the occurrence of an event, a description of the event (it being understood that, both the Administrative Agent and the Lenders shall be entitled to assume that the Loans contemplated by such Notice of Borrowing are to be made unless the Administrative Agent shall have received a written notice of revocation in accordance with Section 2.02(b) prior to the funding of such Borrowing). Each Lender shall, before 2:00 p.m. 12:00 noon (or such other time agreed upon by the Borrower and the Administrative Agent) on the date of the Initial applicable Borrowing (or, in the case of any Supplemental Borrowing, as promptly as practical following receipt of the Notice of a Non-Funding Lender), make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Initial such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the Notice of Initial Borrowing8.02.