Common use of Procedure for Borrowing Clause in Contracts

Procedure for Borrowing. The Borrower may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans initially are to be Eurodollar Loans or (b) on the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Aggregate Commitments shall be in an amount consistent with the requirements set forth in subsection 4.4. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to 12:00 (noon), New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The (a) Borrower may borrow under the Aggregate Revolving Credit Commitments during (subject to the Commitment Period on any Business Day, provided that limitations in Section 2.01(a)) and Borrower and the Additional Borrower shall give may borrow under the Term Commitments by giving the Administrative Agent irrevocable notice substantially in the form of Exhibit C (a “Borrowing Request”), which notice must be received by the Administrative Agent prior to (a) 11:00 a.m., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Loans initially are to be a Eurodollar Loans Borrowing, or (b) 11:00 a.m., New York City time, on the Business Day prior to the requested Borrowing Date, otherwise)in the case of an ABR Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given by 11:00 a.m., specifying New York City time, on the date of the proposed Borrowing. The Borrowing Request for each Borrowing shall specify (i) whether the requested Borrowing is to be a Revolving Credit Borrowing or a Term Borrowing, (ii) the amount to be borrowed, (iiiii) the requested Borrowing Date (which must be the Closing Date, in the case of a Term Borrowing), (iiiiv) whether the borrowing Borrowing is to be of Eurodollar Loans or ABR Loans, (v) if the Borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Periods Period therefor, and (vi) the location and number of Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. (b) Each borrowing under the Aggregate Commitments Borrowing shall be in a minimum aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof or (in the case of Revolving Credit Borrowings), if less, the aggregate amount consistent with of the requirements set forth in subsection 4.4. then Available Revolving Credit Commitments. (c) Upon receipt of any such notice from the BorrowerTerm Borrowing Request, the Administrative Agent shall promptly notify each Term Lender of the aggregate amount of the Term Borrowing and of the amount of such Term Lender’s pro rata portion thereof, which shall be based on their respective Term Commitments. Each Term Lender will make the amount of its pro rata share portion of each borrowing the Term Borrowing available to the Administrative Agent for the account of the applicable Borrower at the New York office of the Administrative Agent specified in subsection 11.2 Section 9.01 prior to 10:00 a.m., New York City time, on the Closing Date in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to Borrower or the Additional Borrower, as applicable, by the Administrative Agent crediting the account of Borrower or the Additional Borrower, as applicable, on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders and in like funds as received by the Administrative Agent. (d) Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender’s pro rata portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its pro rata portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of Borrower at the New York office of the Administrative Agent specified in Section 9.01 prior to 12:00 (noon)p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing Amounts so received by the Administrative Agent will then promptly be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent; provided that if on the Borrowing Date of any Revolving Loans to be made to Borrower, any Swingline Loans made to Borrower or LC Disbursements for the account of Borrower shall be then outstanding, the proceeds of such Revolving Loans shall first be applied to pay in full such Swingline Loans or LC Disbursements, with any remaining proceeds to be made available to Borrower as provided above; and provided further that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.

Procedure for Borrowing. The Borrower may borrow under the Aggregate Commitments on any Business Day during the Commitment Period on any Business DayPeriod, provided that the Borrower shall give deliver to the Administrative Agent irrevocable notice a Borrowing Notice (which notice Borrowing Notice must be received by the Administrative Agent prior to 11:00 a.m.12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Loans initially are to be Eurodollar Loans Loans, or (b) on one Business Day prior to the requested Borrowing Date, otherwisein the case of Base Rate Loans). Any Loans made on the Closing Date shall initially be Base Rate Loans, specifying and no Loan may be made as, converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date which is the earlier of (i) 60 days after the amount to be borrowed, Closing Date and (ii) the requested Borrowing Date, (iii) whether date on which the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if Arrangers notify the borrowing is to be entirely or partly of Eurodollar Loans, Borrower that the respective amounts of each such Type of Loan and the respective lengths primary syndication of the initial Interest Periods thereforFacility is complete. Each borrowing of Loans under the Aggregate Commitments shall be in an amount consistent with equal to (x) in the requirements set forth case of Base Rate Loans, $1,000,000 or a whole multiple in subsection 4.4excess of $100,000 thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $2,000,000 or a whole multiple of $100,000 in excess thereof. Upon receipt of any such notice Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make its Commitment Percentage of the amount of its pro rata share of each borrowing of Loans available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 Funding Office prior to 12:00 (noon)Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. (a) The Borrower may borrow under the Aggregate Commitments Dollar Loans during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent (a) prior to 11:00 a.m.10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Loans initially are to be Eurodollar Eurocurrency Loans or (b) prior to 11:00 A.M., New York City time, on the requested Borrowing Date, otherwisein the case of ABR Loans), specifying (i) the amount and Type of Dollar Loans to be borrowed, (ii) the requested Borrowing Date, and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods Period therefor. Any Dollar Loans made on the Closing Date shall initially be ABR Loans. Each borrowing of Dollar Loans under the Aggregate Commitments shall be in an amount consistent with equal to (x) in the requirements set forth case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in subsection 4.4the case of Eurocurrency Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 Funding Office prior to 12:00 (noon)Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office Office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (b) The Borrower may borrow Foreign Currency Loans during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, three Business Days prior to the requested Borrowing Date), specifying (i) the requested Borrowing Date, (ii) the respective amounts of each Foreign Currency Loan in each Foreign Currency and (iii) the respective lengths of the initial Interest Period therefor. Each Foreign Currency Loan under the Commitments shall be in an amount equal to (x) in the case of Foreign Currency Loans denominated in Sterling, (pound)7,000,000 or a whole multiple of (pound)500,000 in excess thereof, (y) in the case of Foreign Currency Loans denominated in Euros, (euro)10,000,000 or a whole multiple of (euro)1,000,000 in excess thereof, and (z) in the case of Foreign Currency Loans denominated in Yen, Y1,000,000,000 or a whole multiple of Y100,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, London time, in each case, on the Borrowing Date requested by the Borrower in funds immediately available in the relevant Foreign Currency to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such Office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent or by wire transfer of such amounts to an account designated in writing by the Borrower to the Administrative Agent in connection with the relevant borrowing.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing of Loans shall be made upon the Aggregate Commitments during Borrower’s irrevocable written notice delivered to the Commitment Period on any Business Day, provided that Agent in the Borrower shall give the Administrative Agent irrevocable notice (form of a Notice of Borrowing which notice must be received by the Administrative Agent prior to 11:00 a.m., 1:00 p.m. (New York City time, ) (ai) three one Business Days Day prior to the requested Borrowing Date, if all or any part in the case of the requested Eurodollar Rate Loans initially are to be Eurodollar Loans or and (bii) on the requested Borrowing Date, otherwise)in the case of Base Rate Loans, specifying and such notice shall specify: (iA) the amount of the Borrowing, which shall be in an aggregate minimum amount of $5,000,000 in the case of Eurodollar Rate Loans or $1,000,000 in the case of Base Rate Loans, or any multiple of $1,000,000 in excess thereof; provided, however, that the Borrower may request (x) up to be borrowed, two Borrowings of Base Rate Loans in a minimum amount of $500,000 in any fiscal quarter and (iiy) Borrowings of Base Rate Loans in such amount as is necessary to pay to the Agent the amounts required by the last sentence of Section 2.13(a); (B) the requested Borrowing Date, which shall be a Business Day; (iiiC) whether the borrowing is to be Type of Eurodollar Loans, ABR Loans or a combination thereof and comprising the Borrowing; and (ivD) if other than in the borrowing is to be entirely or partly case of Eurodollar Base Rate Loans, the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Periods thereforPeriod applicable to the Loans included in such notice. Each borrowing under If the Aggregate Commitments Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be in an amount consistent one month; provided, however, that with respect to any Borrowing to be made on the requirements set forth in subsection 4.4. Upon receipt of any such notice from the BorrowerClosing Date, the Administrative Agent Notice of Borrowing shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available be delivered to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to 12:00 no later than 1:00 p.m. (noon), New York City time, ) on the Closing Date and such Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative consist of Base Rate Loans only. (b) The Agent crediting the account will promptly notify each Bank of its receipt of any Notice of Borrowing and of the Borrower on the books amount of such office with the aggregate Bank’s Pro Rata Share of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agentthat Borrowing.

Procedure for Borrowing. The Borrower may borrow under the Aggregate Commitments during the Commitment Period (a) To request a Revolving Borrowing or a Term B Loan Borrowing on any Business Day, provided that the Borrower shall give notify the Administrative Agent irrevocable notice of such request (x) in the case of ABR Loans, by telephone or Committed Loan Notice (which notice must be received by the Administrative Agent prior to 11:00 12:00 noon, New York City time on the requested Borrowing Date) or (y) in the case of Eurodollar Loans, by Committed Loan Notice (which notice must be received by the Administrative Agent prior to 10:00 a.m., New York City time, (a) time not less than three Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans initially are to ). Any Committed Loan Notice shall be Eurodollar Loans or irrevocable (b) but may be conditioned on the requested occurrence of any event if the Committed Loan Notice includes a description of such event; provided that the relevant Lenders shall still be entitled to the benefits of Section 2.13) and any telephonic borrowing request must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such telephonic and written Committed Loan Notice shall specify the amount, Class and Type of Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof Date and (iv) if the borrowing is to be entirely or partly of Eurodollar Loansapplicable, the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Periods therefor. Each borrowing under the Aggregate Commitments shall be in an amount consistent Period with the requirements set forth in subsection 4.4respect thereto. Upon receipt of any such notice from the Borrowernotice, the Administrative Agent shall promptly notify each relevant Lender thereof. Each Lender will make For the amount avoidance of its pro rata share doubt, subject to Section 2.11, each Borrowing shall be comprised entirely of each borrowing available ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. (b) If no election as to the Administrative Agent Type of Borrowing is specified for a Borrowing, then the account of requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower at the office shall be deemed to have selected an Interest Period of the Administrative Agent specified in subsection 11.2 prior to 12:00 (noon), New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agentone month’s duration.

Procedure for Borrowing. The Company and any Subsidiary Borrower may borrow under the Aggregate Commitments during the Commitment Period on any Business Day; provided, provided that that, the Company or the relevant Subsidiary Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent a written Borrowing Request prior to (a) in the case of Term Benchmark Loans, 11:00 a.m., New York City time, (a) three U.S. Government Securities Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans initially are to be Eurodollar Loans or (b) on in the case of Daily Simple SOFR Loans, 11:00 a.m., New York City time, three U.S. Government Securities Business Days prior to the requested Borrowing DateDate or (c) in the case of ABR Loans, otherwise)11:00 a.m., New York City time, on the date of the proposed borrowing, specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Term Benchmark Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods Period(s) therefor; provided further, that, any such Borrowing Request submitted by a Subsidiary Borrower shall include the written consent of the Company. If no election as to the Type of a Loan is specified in any such notice, then the requested borrowing shall be an ABR Loan. If no Interest Period with respect to a Term Benchmark Loan is specified in any such notice, then the Company or the relevant Subsidiary Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each borrowing under the Aggregate Commitments shall be in an amount consistent with equal to $25 million (or, if the requirements set forth Total Available Commitments at such time are less than $25 million, such lesser amount) or a whole multiple of $5 million in subsection 4.4excess thereof. Upon receipt of any such notice from the Company or the relevant Subsidiary Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make (or cause its Applicable Lending Office to make) the amount of its pro rata share of each such borrowing available to the Administrative Agent for the account of the Company or the relevant Subsidiary Borrower at the office of the Administrative Agent specified in subsection 11.2 Funding Office prior to 12:00 (noon)1:00 P.M., New York City time, on the Borrowing Date requested (or deemed requested) by the Company or the relevant Subsidiary Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Company or the relevant Subsidiary Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Company or the relevant Subsidiary Borrower on the books of such office or such other account as the Company or the relevant Subsidiary Borrower may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under the Aggregate Commitments during on the Commitment Period on any Business Day, Closing Date; provided that the Borrower shall give the Administrative Agent irrevocable notice written notice, in substantially the form of Exhibit I hereto (which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, (a) three Business Days prior to the requested Borrowing Datedate of borrowing, if all or any part of the requested Loans initially are to be initially Eurodollar Loans or (b) on the requested Borrowing Datedate of borrowing, otherwiseif all of the requested Loans are to be initially ABR Loans), in each case specifying (i) the amount to be borrowed, (ii) the requested Borrowing Datedate of borrowing, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods thereforfor such Eurodollar Loans. Each borrowing under the Aggregate Commitments of ABR Loans shall be in an amount consistent with the requirements set forth equal to $1,000,000 or a whole multiple of $100,000 in subsection 4.4excess thereof, and each borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 Agent’s Office prior to 12:00 (noon)1:00 p.m., New York City time, on the Borrowing Closing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. The failure of any Lender to make a Loan to be made by it as part of any borrowing shall not relieve any other Lender of its obligation to make available its share of such borrowing.

Procedure for Borrowing. (a) The Borrower may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, ; provided that (i) the Borrower may request no more than four (4) Borrowings and (ii) the Borrower shall give the Administrative Agent irrevocable notice a Borrowing Request, which Borrowing Request shall be irrevocable, (which notice must be received by the Administrative Agent i) prior to 11:00 a.m.1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Loans initially are to be Eurodollar Loans or and (bii) prior to 1:00 P.M., New York City time, on the requested Borrowing Date, otherwise)in the case of Reference Rate Loans, specifying (iA) the amount to be borrowed, (iiB) the requested Borrowing Date, (iiiC) whether the borrowing Borrowing is to be of a Eurodollar LoansLoan, ABR Loans a Reference Rate Loan or a combination thereof thereof, and (ivD) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Periods thereforPeriod for each Eurodollar Loan included in such Borrowing Request. Each borrowing under the Aggregate Commitments Borrowing shall be in an aggregate principal amount consistent with of the requirements set forth lesser of (1) $10,000,000 or a whole multiple of $5,000,000 in subsection 4.4. excess thereof, and (2) an amount equal to the excess, if any, of the aggregate amount of the Commitments, minus the aggregate outstanding principal amount of the Loans at such time. (b) Upon receipt of any such notice the Borrowing Request from the Borrower, the Administrative Agent shall promptly notify each Lender thereofthereof (but in any event no later than (i) the date of receipt of such Borrowing Request from the Borrower, in the case of Eurodollar Loans, and (ii) 3:00 P.M., New York City time (or, in the case of Reference Rate Loans requested after 1:30 P.M., New York City time, 3:30 P.M., New York City time), on the requested Borrowing Date, in the case of Reference Rate Loans). Each Lender will make the amount of its pro rata share Commitment Percentage of each borrowing the Loans available to the Administrative Agent for the account of the Borrower at to the office account of the Administrative Agent specified in subsection 11.2 most recently designated by it for such purpose by notice to the Lenders prior to 12:00 (noon)1) 3:00 P.M., New York City time (or in the case of Reference Rate Loans requested after 1:30 P.M., New York City time, 4:30 P.M., New York City time), in the case of Reference Rate Loans, and (2) 12:00 P.M., New York City time, in the case of Eurodollar Loans, in each case on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent by crediting the account of the Borrower on the books of the Administrative Agent, or such office other account of the Borrower as shall have been designated by the Borrower to the Administrative Agent, with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent within one (1) hour of receipt by the Administrative Agent but in any event no later than 4:00 P.M., New York City time (or, in the case of Reference Rate Loans requested after 1:30 P.M., New York City time, no later than 5:00 P.M., New York City time). (c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a proposed Borrowing Date (or, in the case of any Borrowing of Reference Rate Loans, prior to (x) 3:00 P.M., New York City time or (y) in the case of any Borrowing of Reference Rate Loans that was requested after 1:30 P.M., New York City time, 4:30 P.M., New York City time, in each case on a proposed Borrowing Date) that such Lender will not make available to the Administrative Agent the amount which would constitute its Commitment Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Borrowing Date, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such Borrowing Date an amount equal to such Lender's Commitment Percentage of such Borrowing. The Administrative Agent shall notify the Borrower as promptly as practicable if such Lender's Commitment Percentage of such Borrowing is not made available to the Administrative Agent on such Borrowing Date. If such amount is made available to the Administrative Agent on a date after such Borrowing Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average overnight Federal Funds Effective Rate during such period as quoted by the Administrative Agent, times (ii) the amount of such Lender's Commitment Percentage of such Borrowing (minus the amount, if any, which such Lender has made available to the Administrative Agent), times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which such Lender's Commitment Percentage of such Borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be prima facie evidence of the accuracy of the information set forth therein, absent manifest error. If such Lender's Commitment Percentage of such Borrowing is not in fact made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall be entitled to recover the amount of such Lender's Commitment Percentage of such Borrowing (minus the amount, if any, which such Lender had made available to the Administrative Agent) on demand from the Borrower with interest thereon (A) for the period from and including such Borrowing Date to the date one day after such demand, at a rate per annum equal to the daily average overnight Federal Funds Effective Rate during such period as quoted by the Administrative Agent and calculated on the basis of a 360-day year for the actual days elapsed and (B) thereafter, at the rate per annum applicable to Reference Rate Loans hereunder. Nothing contained in this Section 2.3(c) shall prejudice in any manner whatsoever any right or remedy of the Borrower against such Lender.

Procedure for Borrowing. The Borrower may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 a.m.A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part Closing Date in the case of the requested LIBOR Loans initially are to be Eurodollar Loans or (b) made on the requested Borrowing Closing Date and no later than 11:00 A.M., New York City time, one Business Day prior to the Closing Date in the case of Base Rate Loans to be made on the Closing Date, otherwise), ) requesting that the Initial Lenders make the Initial Loans on the Closing Date and specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Aggregate Commitments shall be in an amount consistent with the requirements set forth in subsection 4.4. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Initial Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to Not later than 12:00 (noon)Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately Closing Date, each Initial Lender, as applicable, shall make available to the Administrative Agent. Such borrowing will then Agent at the Funding Office an amount in immediately available funds equal to the Initial Loans to be made by such Initial Lender. The Administrative Agent shall promptly make available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Initial Lenders in immediately available funds. Until the Administrative Agent shall have notified the Borrower that the primary syndication of the Facility has been completed (and in like funds any event no later than 90 days after the Closing Date), any Initial Loans made on the Closing Date that are LIBOR Loans shall initially have an Interest Period of one month and any Initial Loans that are converted into or continued as received by the Administrative AgentLIBOR Loans shall have an Interest Period of one month.

Procedure for Borrowing. The Borrower may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 a.m., a "NOTICE OF BORROWING") not later than 10:30 A.M. (New York City time) on (x) the date of each Base Rate Borrowing, (ay) three the second Domestic Business Days prior to Day before each CD Borrowing and (z) the requested Borrowing Datethird Euro-Dollar Business Day before each Euro-Dollar Borrowing, if all or any part of the requested Loans initially are to be Eurodollar Loans or (b) on the requested Borrowing Date, otherwise), specifying specifying: (i) the amount to date of such Borrowing, which shall be borrowed, a Domestic Business Day in the case of a Domestic Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (ii) the requested Borrowing Date, aggregate amount of such Borrowing, (iii) whether the borrowing is Loans comprising such Borrowing are to be of Eurodollar CD Loans, ABR Base Rate Loans or a combination thereof and Euro-Dollar Loans, and (iv) if in the borrowing is to be entirely or partly case of Eurodollar Loansa Fixed Rate Borrowing, the respective amounts of each such Type of Loan and the respective lengths duration of the initial Interest Periods therefor. Each borrowing under Period applicable thereto, subject to the Aggregate Commitments shall be in an amount consistent with provisions of the requirements set forth in subsection 4.4. definition of Interest Period. (b) Upon receipt of any such notice from the Borrowera Notice of Borrowing, the Administrative Agent shall promptly notify each Lender thereofBank of the contents thereof and of such Bank's share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (c) Not later than 12:00 Noon (New York City time) on the date of each Borrowing, each Bank shall (except as provided in subsection (d) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 9.01. Each Lender Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Administrative Agent will make the amount funds so received from the Banks available to the Borrower at the Administrative Agent's aforesaid address. (d) If any Bank makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its pro rata share new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in subsection (c), or remitted by the Borrower to the Administrative Agent as provided in Section 2.10, as the case may be. (e) Unless the Administrative Agent shall have received notice from a Bank prior to the time of each borrowing any Borrowing that such Bank will not make available to the Administrative Agent for the account such Bank's share of the Borrower at the office of such Borrowing, the Administrative Agent specified in subsection 11.2 prior may assume that such Bank has made such share available to 12:00 (noon), New York City time, the Administrative Agent on the date of such Borrowing Date requested by in accordance with subsections (c) and (d) of this Section and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower in funds immediately on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent. Such borrowing will then be , such Bank and, if such Bank fails to do so within three Domestic Business Days of demand therefor, the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower no later than 2:00 p.m. New York City time by until the date such amount is repaid to the Administrative Agent crediting Agent, at (i) in the account case of the Borrower on Borrower, a rate per annum equal to the books higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such office with Bank, the aggregate of the amounts made available Federal Funds Rate. If such Bank shall repay to the Administrative Agent by the Lenders and such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in like funds as received by the Administrative Agentsuch Borrowing for purposes of this Agreement.

Procedure for Borrowing. The Borrower Company may borrow under the Aggregate Commitments during the Commitment Period on any Business Day; provided, provided that that, the Borrower Company shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent a written Borrowing Request prior to (a) in the case of Term Benchmark Loans, 11:00 a.m., New York City time, (a) three U.S. Government Securities Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans initially are to be Eurodollar Loans or (b) on in the case of Daily Simple SOFR Loans, 11:00 a.m., New York City time, three U.S. Government Securities Business Days prior to the requested Borrowing DateDate or (c) in the case of ABR Loans, otherwise)11:00 a.m., New York City time, on the date of the proposed borrowing, specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be case of Eurodollar Term Benchmark Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods Period(s) therefor. If no election as to the Type of a Loan is specified in any such notice, then the requested borrowing shall be an ABR Loan. If no Interest Period with respect to a Term Benchmark Loan is specified in any such notice, then the Company shall be deemed to have selected an Interest Period of one month’s duration. Each borrowing under the Aggregate Commitments shall be in an amount consistent with equal to $25 million (or, if the requirements set forth Total Available Commitments at such time are less than $25 million, such lesser amount) or a whole multiple of $5 million in subsection 4.4excess thereof. Upon receipt of any such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make (or cause its Applicable Lending Office to make) the amount of its pro rata share of each such borrowing available to the Administrative Agent for the account of the Borrower Company at the office of the Administrative Agent specified in subsection 11.2 Funding Office prior to 12:00 1:00 P.M. (noonor, in the case of an ABR Loan requested on the proposed Borrowing Date, 3:00 P.M.), New York City time, on the Borrowing Date requested (or deemed requested) by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower no later than 2:00 p.m. New York City time Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office or such other account as the Company may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, provided that the Borrower Company shall give the Administrative Agent irrevocable notice (which notice must be received by a written Borrowing Request during the Administrative Agent Funding Availability Period prior to (a) in the case of Term Benchmark Loans, 11:00 a.m., New York City time, (a) three U.S. Government Securities Business Days prior to the requested Borrowing Funding Date, if all or any part of the requested Loans initially are to be Eurodollar Loans or (b) in the case of Daily Simple SOFR Loans, 11:00 a.m., New York City time, three U.S. Government Securities Business Days prior to the requested Funding Date or (c) in the case of ABR Loans, 11:00 a.m., New York City time, on the requested Borrowing date of the proposed Funding Date, otherwise), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Funding Date and (iii) whether in the borrowing is to be case of Eurodollar Term Benchmark Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods Period(s) therefor. If no election as to the Type of a Loan is specified in any such notice, then the requested borrowing shall be an ABR Loan. If no Interest Period with respect to a Term Benchmark Loan is specified in any such notice, then the Company shall be deemed to have selected an Interest Period of one month’s duration. Each borrowing under the Aggregate Commitments shall be in an amount consistent with equal to $25 million (or, if the requirements set forth total available Commitments at such time are less than $25 million, such lesser amount) or a whole multiple of $5 million in subsection 4.4excess thereof. Upon receipt of any such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make (or cause its Applicable Lending Office to make) the amount of its pro rata share of each such borrowing available to the Administrative Agent for the account of the Borrower Company at the office of the Administrative Agent specified in subsection 11.2 Funding Office prior to 12:00 (noon)1:00 P.M., New York City time, on the Borrowing Funding Date requested (or deemed requested) by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower no later than 2:00 p.m. New York City time Company by the Administrative Agent crediting the account of the Borrower Company on the books of such office or such other account as the Company may specify to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 a.m.12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans initially are to be Eurodollar Loans or (b) on one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans Base Rate Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Aggregate Commitments shall be in an amount consistent with equal to (x) in the requirements set forth case of Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then Available Commitments are less than $1,000,000, such lesser amount) and (y) in subsection 4.4the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 Section 10.2 prior to 12:00 (noon)11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office with the The aggregate of the amounts made available to the Administrative Agent by the Lenders and will then be made available to the Borrower by the Administrative Agent in accordance with the instructions of the Borrower in like funds as received by the Administrative Agent.

Procedure for Borrowing. (a) The Borrower Company may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, provided that that, with respect to any borrowing, the Borrower Company shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 a.m.2:00 P.M. (or, with respect to Swing Line Loans, 3:00 P.M.), New York City time), (ai) three Business Days prior to the requested Borrowing Date, Date if all or any part of the requested Loans initially are to be Eurodollar Loans or (bexcept that, with respect to Tranche B Term Loans requested to be made on the Closing Date, delivering such notice prior to 10:00 A.M. on the Closing Date will suffice for such Loans to be made as Eurodollar Loans) and (ii) one Business Day prior to the requested Borrowing Date (or, in the case of Swing Line Loans and, if the Closing Date occurs on the date this Agreement is executed and delivered, Loans made on the Closing Date, on the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether if the borrowing is to be solely of Alternate Base Rate Loans and specifying (A) the amount of the borrowing, (B) whether such Loans are initially to be Eurodollar Loans, ABR Loans or Alternate Base Rate Loans or a combination thereof and thereof, (ivC) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Periods therefor. Each borrowing under Period for such Eurodollar Loans and (D) whether the Aggregate Commitments shall be in Loan is a Tranche B Term Loan, a Swing Line Loan, a Revolving Loan or an amount consistent with the requirements set forth in subsection 4.4Additional Revolving Loan. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender. Not later than 2:00 P.M., New York City time, on the Borrowing Date specified in such notice, each Lender thereof. Each Lender will shall make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to 12:00 (noon), New York City time, on or at such other location as the Borrowing Date requested by the Borrower Administrative Agent may direct) an amount in funds immediately available funds equal to the Administrative Agent. Such borrowing amount of the Loan to be made by such Lender (except that proceeds of Swing Line Loans will then be made available to the Borrower no later than 2:00 p.m. New York City time Company in accordance with subsection 3.4(a)). Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Company by the Administrative Agent’s crediting the account of the Borrower on Company, at the books office of such office the Administrative Agent specified in subsection 11.2, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon a Borrower's irrevocable written notice delivered to the Aggregate Commitments during Agent in accordance with Section 10.02 in the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City 9:00 a.m. San Francisco time, ) (ai) three Business Days prior to the requested Borrowing Datedate, if all or any part in the case of the requested Loans initially are Eurodollar Rate Loans; and one Business Day prior to be Eurodollar Loans or (b) on the requested Borrowing Datedate, otherwise)in the case of Base Rate Loans, specifying specifying: (i) the amount to be borrowedof the Borrowing, which shall be, for Eurodollar Rate Loans and for Base Rate Loans, in an aggregate minimum principal amount of Five Million dollars ($5,000,000) or any multiple of One Million dollars ($1,000,000) in excess thereof; (ii) the requested Borrowing Datedate, which shall be a Business Day; (iii) whether the borrowing Borrowing is to be comprised of Eurodollar Loans, ABR Rate Loans or a combination thereof and Base Rate Loans; and (iv) if the borrowing is duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing of Loans shall fail to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, such Interest Period shall be three months; provided that, with respect to the Borrowing to be entirely or partly of Eurodollar Loansmade on the Closing Date, the respective amounts Notice of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Aggregate Commitments Borrowing shall be in an amount consistent with delivered to the requirements set forth in subsection 4.4. Agent not later than 9:00 a.m. (San Francisco time) one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only. (b) Upon receipt of any such notice from the Borrowereach Notice of Borrowing, the Administrative Agent shall will promptly notify each Lender thereof. thereof and of the amount of such Lender's Commitment Percentage of the Borrowing. (c) Each Lender will make the amount of its pro rata share Commitment Percentage of each borrowing the Borrowing available to the Administrative Agent for the account of the relevant Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to 12:00 Agent's Payment Office by 11:00 a.m. (noon), New York City San Francisco time, ) on the Borrowing Date requested by the relevant Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available by the Agent to the Borrower no later than 2:00 p.m. New York City time by holders of Parent Senior Subordinated Notes (or to the Administrative Agent crediting representative thereof) for the account of the Borrower on the books of such office with the aggregate of the amounts made available Borrowers (or, to the Administrative extent that the same constitute related transactional expenses, to Borrowers) by wire transfer of like funds in accordance with written instructions provided to the Agent by the relevant Borrower. (d) Unless the Majority Lenders and shall otherwise agree, during the existence of an Event of Default, the Borrowers may not elect to have a Loan be made as, or converted into or continued as, an Eurodollar Rate Loan. (e) After giving effect to any Borrowing, there shall not be more than 12 different Interest Periods in like funds as received by the Administrative Agenteffect for Eurodollar Rate Loans outstanding.

Procedure for Borrowing. The Borrower may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, provided that the Borrower (a) Each Borrowing shall give be made upon Borrower’s irrevocable written notice delivered to the Administrative Agent irrevocable notice in the form of a Notice of Borrowing in the form of Exhibit A hereto (which notice must be received by the Administrative Agent (i) prior to 11:00 a.m., noon (New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Eurodollar Rate Loans initially are and (ii) prior to be Eurodollar Loans or noon (bNew York City time) on the Business Day of the requested Borrowing Date, otherwise)in the case of Base Rate Loans, specifying specifying: (iA) the amount to of the Borrowing, which shall be borrowedin an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof in the case of Eurodollar Rate Loans, and in an aggregate minimum amount of $1,000,000 or any multiple of $100,000 in excess thereof in the case of Base Rate Loans; (iiB) the requested Borrowing Date, which shall be a Business Day; (iiiC) whether the borrowing is Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to be such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Eurodollar Rate Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Aggregate Commitments Period shall be in an amount consistent with the requirements set forth in subsection 4.4. Upon three months. (b) The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Bank’s Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to 12:00 Agent’s Payment Office by 2:00 p.m. (noon), New York City time, ) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Borrower of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than eight different Interest Periods in effect.

Procedure for Borrowing. (a) The Borrower Company may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, provided that that, with respect to any borrowing, the Borrower Company shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 a.m.2:00 p.m. (or, with respect to Swing Line Loans, 3:00 p.m.), New York City time), (ai) three Business Days prior to the requested Borrowing Date, Date if all or any part of the requested Loans initially are to be Eurodollar Loans or and (bii) one Business Day prior to the requested Borrowing Date (or, in the case of Swing Line Loans and Loans made on the Closing Date, on the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether if the borrowing is to be solely of Alternate Base Rate Loans and specifying (A) the amount of the borrowing, (B) whether such Loans are initially to be Eurodollar Loans, ABR Loans or Alternate Base Rate Loans or a combination thereof and thereof, (ivC) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Periods therefor. Each borrowing under Period for such Eurodollar Loans and (D) whether the Aggregate Commitments Loan is a Tranche B-2 Term Loan (with respect to Loans made on the Closing Date), a Swing Line Loan or a Revolving Credit Loan; provided, however, that the Loans made on the Closing Date shall be in an amount consistent with the requirements set forth in subsection 4.4made initially as Alternate Base Rate Loans. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender. Not later than 2:00 p.m., New York City time, on the Borrowing Date specified in such notice, each Lender thereof. Each Lender will shall make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to 12:00 (noon), New York City time, on or at such other location as the Borrowing Date requested by the Borrower Administrative Agent may direct) an amount in funds immediately available funds equal to the Administrative Agent. Such borrowing amount of the Loan to be made by such Lender (except that proceeds of Swing Line Loans will then be made available to the Borrower no later than 2:00 p.m. New York City time Company in accordance with subsection 3.4(a)). Loan proceeds received by the Administrative Agent hereunder shall promptly be made available to the Company by the Administrative Agent's crediting the account of the Borrower on Company, at the books office of such office the Administrative Agent specified in subsection 11.2, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders and in like funds as received by the Administrative Agent. (b) Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of all Eurodollar Loans having the same Interest Period shall not be less than $2,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) no more than sixteen Interest Periods shall be in effect at any one time.

Procedure for Borrowing. The Borrower (a) Except with respect to Swing Line Loans, for which borrowing procedures are set forth in subsection 2.10, the Company may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, provided that that, with respect to the Borrower borrowings, if any, to take place on the Closing Date, the Company shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City time, on the Closing Date), and with respect to any subsequent borrowings, the Company shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (ai) three Business Days prior to the requested Borrowing Date, Date if all or any part of the requested Loans initially are to be Eurodollar Loans or and (bii) on one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether Date if the borrowing is to be solely of ABR Loans) specifying (A) the amount of the borrowing, (B) whether such Loans are initially to be Eurodollar Loans or ABR Loans, ABR Loans or a combination thereof thereof, and (ivC) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Periods therefor. Each borrowing under the Aggregate Commitments shall be in an amount consistent with the requirements set forth in subsection 4.4Period for such Eurodollar Loans. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereofBank (which notice shall in any event be delivered to each Bank by 4:00 P.M., New York City time, on such date). Each Lender will Not later than 12:00 Noon, New York City time, on the Borrowing Date specified in such notice, each Bank shall make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 prior 10.2 (or at such other location as the Administrative Agent may direct) an amount in immediately available funds equal to 12:00 (noon), New York City time, on the Borrowing Date requested amount of the Loan to be made by such Bank. Loan proceeds received by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then Agent hereunder shall promptly be made available to the Borrower no later than 2:00 p.m. New York City time Company by the Administrative Agent Agent's crediting the account of the Borrower on Company, at the books office of such office the Administrative Agent specified in subsection 10.2, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders Banks and in like funds as received by the Administrative Agent. (b) Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of all Eurodollar Loans having the same Interest Period shall not be less than $5,000,000, or a whole multiple of $1,000,000 in excess thereof, and (ii) no more than ten Interest Periods shall be in effect at any one time. (c) Eurodollar Loans shall be made by each Bank at its Eurodollar Lending Office and ABR Loans shall be made by each Bank at its Domestic Lending Office.

Procedure for Borrowing. The Borrower may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to (a) 11:00 a.m., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans initially are to be initially Eurodollar Loans or (b) 11:00 a.m., New York City time, on the requested Borrowing Date, otherwise)Date if the requested Loans are to be initially ABR Loans, specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Aggregate Commitments of Loans shall be in an a minimum aggregate principal amount consistent with the requirements set forth of $50,000,000 or a whole multiple of $5,000,000 in subsection 4.4excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereofof the aggregate amount of such borrowing and of the amount of such Lender’s Loans. Each Lender will make the amount of its pro rata share of each borrowing Loans available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection Section 11.2 prior to 12:00 (noon)2:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

Procedure for Borrowing. (a) The Borrower may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, ; provided that (i) the Borrower may request no more than a single borrowing and (ii) the Borrower shall give the Administrative Agent irrevocable notice a Borrowing Request, which Borrowing Request shall be irrevocable, (which notice must be received by the Administrative Agent i) prior to 11:00 a.m.1:00 P.M., New York City time, (a) three U.S. Government Securities Business Days prior to the requested Borrowing Funding Date, if all or any part in the case of the requested Term SOFR Loans initially are and (ii) prior to be Eurodollar Loans or (b) 1:00 P.M., New York City time, on the requested Borrowing Funding Date, otherwise)in the case of Reference Rate Loans, specifying (iA) the amount to be borrowed, (iiB) the requested Borrowing Funding Date, (iiiC) whether the borrowing is to be of Eurodollar Loansa Term SOFR Loan, ABR Loans a Reference Rate Loan or a combination thereof and (ivD) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Periods thereforPeriod for each Term SOFR Loan included in such Borrowing Request. Each The borrowing under the Aggregate Commitments shall be in an a minimum aggregate principal amount consistent with the requirements set forth of $10,000,000 or a whole multiple of $5,000,000 in subsection 4.4. excess thereof. (b) Upon receipt of any such notice the Borrowing Request from the Borrower, the Administrative Agent shall promptly notify each Lender thereofthereof (but in any event no later than (i) the date of receipt of the Borrowing Request from the Borrower, in the case of Term SOFR Loans and (ii) 2:00 P.M., New York City time (or, in the case of Reference Rate Loans requested after 11:30 A.M., New York City time, 2:30 P.M., New York City time), on the Funding Date in the case of Reference Rate Loans). Each Lender will make the amount of its pro rata share Commitment Percentage of each borrowing the Loans available to the Administrative Agent for the account of the Borrower at to the office account of the Administrative Agent specified in subsection 11.2 most recently designated by it for such purpose by notice to the Lenders prior to 12:00 (noon)1) 3:00 P.M., New York City time (or in the case of Reference Rate Loans requested after 11:30 A.M., New York City time, 3:30 P.M., New York City time), in the case of Reference Rate Loans, and (2) 12:00 P.M., New York City time, in the case of Term SOFR Loans, in each case on the Borrowing Funding Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent by crediting the account of the Borrower on the books of the Administrative Agent, or such office other account of the Borrower as shall have been designated by the Borrower to the Administrative Agent, with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent within one (1) hour of receipt by the Administrative Agent but in any event no later than 4:00 P.M., New York City time (or, in the case of Reference Rate Loans requested after 11:30 A.M., New York City time, no later than 5:00 P.M., New York City time). (c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the Funding Date (or, in the case of any borrowing of Reference Rate Loans, prior to (x) 1:00 P.M., New York City time or (y) in the case of any borrowing of Reference Rate Loans that was requested after 11:30 A.M., New York City time, 2:30 P.M., New York City time, in each case on the Funding Date) that such Lender will not make available to the Administrative Agent the amount which would constitute its Commitment Percentage of the borrowing on the Funding Date, the Administrative Agent may assume that such ▇▇▇▇▇▇ has made such amount available to the Administrative Agent on the Funding Date, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower an amount equal to such ▇▇▇▇▇▇’s Commitment Percentage of the borrowing on the Funding Date. The Administrative Agent shall notify the Borrower as promptly as practicable if such ▇▇▇▇▇▇’s Commitment Percentage of such borrowing is not made available to the Administrative Agent on the Funding Date. If such amount is made available to the Administrative Agent on a date after the Funding Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average overnight Federal Funds Effective Rate during such period as quoted by the Administrative Agent, times (ii) the amount of such Lender’s Commitment Percentage of such borrowing (minus the amount, if any, which such Lender has made available to the Administrative Agent), times (iii) a fraction, the numerator of which is the number of days that elapse from and including the Funding Date to the date on which such ▇▇▇▇▇▇’s Commitment Percentage of such borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be prima facie evidence of the accuracy of the information set forth therein, absent manifest error. If such ▇▇▇▇▇▇’s Commitment Percentage of such borrowing is not in fact made available to the Administrative Agent by such Lender within three Business Days of the Funding Date, the Administrative Agent shall be entitled to recover the amount of such Lender’s Commitment Percentage of such borrowing (minus the amount, if any, which such Lender had made available to the Administrative Agent) on demand from the Borrower with interest thereon (A) for the period from and including the Funding Date to the date one day after such demand, at a rate per annum equal to the daily average overnight Federal Funds Effective Rate during such period as quoted by the Administrative Agent and calculated on the basis of a 360-day year for the actual days elapsed and (B) thereafter, at the rate per annum applicable to Reference Rate Loans hereunder. Nothing contained in this Section 2.3(c) shall prejudice in any manner whatsoever any right or remedy of the Borrower against such Lender.

Procedure for Borrowing. (a) The Borrower may borrow under the Aggregate Commitments Dollar Loans during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent (a) prior to 11:00 a.m.10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Loans initially are to be Eurodollar Eurocurrency Loans or (b) prior to 11:00 A.M., New York City time, on the requested Borrowing Date, otherwisein the case of ABR Loans), specifying (i) the amount and Type of Dollar Loans to be borrowed, (ii) the requested Borrowing Date, and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods Period therefor. Any Dollar Loans made on the Closing Date shall initially be ABR Loans. Each borrowing of Dollar Loans under the Aggregate Commitments shall be in an amount consistent with equal to (x) in the requirements set forth case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in subsection 4.4the case of Eurocurrency Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 Funding Office prior to 12:00 (noon)Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office Office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (b) The Borrower may borrow Foreign Currency Loans during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, three Business Days prior to the requested Borrowing Date), specifying (i) the requested Borrowing Date, (ii) the respective amounts of each Foreign Currency Loan in each Foreign Currency and (iii) the respective lengths of the initial Interest Period therefor. Each Foreign Currency Loan under the Commitments shall be in an amount equal to (w) in the case of Foreign Currency Loans denominated in Sterling, (pound)7,000,000 or a whole multiple of (pound)500,000 in excess thereof, (x) in the case of Foreign Currency Loans denominated in Euros, (euro)10,000,000 or a whole multiple of (euro)1,000,000 in excess thereof, (y) in the case of Foreign Currency Loans denominated in Yen, Y1,000,000,000 or a whole multiple of Y100,000,000 in excess thereof, and (z) in the case of Foreign Currency Loans denominated in any other Foreign Currency, in an amount of which the Dollar Equivalent shall be $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the < 18 Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, London time, in each case, on the Borrowing Date requested by the Borrower in funds immediately available in the relevant Foreign Currency to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such Office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent or by wire transfer of such amounts to an account designated in writing by the Borrower to the Administrative Agent in connection with the relevant borrowing.

Procedure for Borrowing. The Borrower may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, (a) The Term Loan shall be made as a Base Rate Loan, a Eurodollar Rate Loan or a combination thereof, as set forth in the Flow of Funds Agreement. In the event that Borrowers desire to continue a Eurodollar Rate Loan as a Eurodollar Rate Loan or to convert a Base Rate Loan to a Eurodollar Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. (Dallas time) on the day which is three Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans initially are date such Eurodollar Rate Loan is to be Eurodollar Loans continued or (b) on the requested Borrowing Date, otherwise)such Base Rate Loan is to be converted, specifying (i) the amount date of the proposed continuation (which shall be on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan) or conversion (which shall be borroweda Business Day), (ii) the requested Borrowing Date, (iii) whether the borrowing is amount to be of Eurodollar Loanscontinued or converted, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Aggregate Commitments which amount shall be in an aggregate principal amount consistent that is not less than $1,000,000 and integral multiples of $500,000 in excess thereof, and (iii) the duration of the Interest Period therefor. If, in connection with the requirements continuation of a Eurodollar Rate Loan, Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowing Agent shall be deemed to have elected a one month Interest Period. Interest Periods for Eurodollar Rate Loans shall be for one, two, or three months (or if agreed to by Agent, six, nine or twelve months); provided, that (A) if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day, and (B) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is one, two, or three months (or six, nine or twelve months, as applicable, if agreed to by Agent) after the date on which the Interest Period began, as applicable. No Eurodollar Rate Loan shall be made available to any Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Eurodollar Rate Loan, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate. Each notice provided by Borrowing Agent to Agent pursuant to this Section 2.2(a) shall be irrevocable and binding on Borrowers. (b) If Borrowing Agent desires to convert a Eurodollar Rate Loan to a Base Rate Loan, Borrowing Agent shall give Agent written notice by no later than 10:00 a.m. (Dallas time) on the day which is one Business Day prior to the date on which such conversion is to occur with respect to a conversion from a Eurodollar Rate Loan to a Base Rate Loan, specifying, in each case, the date of such conversion and the loans to be converted. (c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection 4.4. Upon receipt (a)(iii) above; provided, that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. (d) Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses (other than lost profits) that Agent and Lenders may sustain or incur as a consequence of any such prepayment, conversion of (other than on the last day of an Interest Period) or any default by any Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice from thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the Borrowerforegoing sentence submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error. (e) Notwithstanding any other provision hereof, if any Applicable Law, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (e), the Administrative term “Lender” shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall promptly notify be conclusive absent manifest error. (f) Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the Eurodollar Rate. The provisions of this Section shall apply as if each Lender thereof. Each Lender will make or its Participants had match funded any Obligation as to which interest is accruing at the Eurodollar Rate by acquiring eurodollar deposits for each Interest Period in the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to 12:00 (noon), New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentEurodollar Rate Loans.

Procedure for Borrowing. (a) The Borrower may borrow under the Aggregate Commitments Dollar Loans during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent (a) prior to 11:00 a.m.10:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Loans initially are to be Eurodollar Eurocurrency Loans or (b) prior to 11:00 A.M., New York City time, on the requested Borrowing Date, otherwisein the case of ABR Loans), specifying (i) the amount and Type of Dollar Loans to be borrowed, (ii) the requested Borrowing Date, and (iii) whether in the borrowing is to be case of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods Period therefor. Any Dollar Loans made on the Closing Date shall initially be ABR Loans. Each borrowing of Dollar Loans under the Aggregate Commitments shall be in an amount consistent with equal to (x) in the requirements set forth case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Commitments are less than $1,000,000, such lesser amount) and (y) in subsection 4.4the case of Eurocurrency Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 Funding Office prior to 12:00 (noon)Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office Office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (b) The Borrower may borrow Foreign Currency Loans during the Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, three Business Days prior to the requested Borrowing Date), specifying (i) the requested Borrowing Date, (ii) the respective amounts of each Foreign Currency Loan in each Foreign Currency and (iii) the respective lengths of the initial Interest Period therefor. Each Foreign Currency Loan under the Commitments shall be in an amount equal to (x) in the case of Foreign Currency Loans denominated in Sterling, (pound)7,000,000 or a whole multiple of (pound)500,000 in excess thereof, (y) in the case of Foreign Currency Loans denominated in Euros, (euro)10,000,000 or a whole multiple of (euro)1,000,000 in excess thereof, and (z) in the case of Foreign Currency Loans denominated in Yen, Y1,000,000,000 or a whole multiple of Y100,000,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, London time, in each case, on the Borrowing Date requested by the Borrower in funds immediately available in the relevant Foreign Currency to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such Office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like 18 funds as received by the Administrative Agent or by wire transfer of such amounts to an account designated in writing by the Borrower to the Administrative Agent in connection with the relevant borrowing.

Procedure for Borrowing. The Borrower may shall borrow under the Aggregate Commitments during Loans on the Commitment Period on any Effective Date, which shall be a Business Day, ; provided that the Borrower shall give notify the Administrative Agent irrevocable notice (which notice must be received by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent prior to 11:00 and signed by the Borrower of the Borrowing (the “Borrowing Request”) not later than 10:00 a.m., New York City time, time (a) three (3) Business Days prior to the requested Borrowing Effective Date, if all or any part in the case of the requested Loans initially are to be Eurodollar Loans or Loans, and (b) on the requested Borrowing Effective Date, otherwise), specifying in the case of Alternate Base Rate Loans. Such written Borrowing Request shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Effective Date, (iii) whether the borrowing Borrowing is to be consist of Eurodollar Loans, ABR Loans Alternate Base Rate Loans, or a combination thereof (in each case stating the amounts and currency requested), (iv) if in the borrowing is to be entirely or partly case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Periods Period(s) therefor, and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.12. Each borrowing under the Aggregate Commitments The Borrowing shall be in an amount consistent with specified in the requirements set forth in subsection 4.4Borrowing Request not to exceed the aggregate amount of the Commitments. Upon receipt of any such notice from the Borrowernotice, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing the Borrowing available to the Administrative Agent for the account of the Borrower at the office in accordance with Section 2.12. The proceeds of the Administrative Agent specified in subsection 11.2 prior to 12:00 (noon), New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing of Loans will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office in accordance with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative AgentSection 2.12.

Procedure for Borrowing. The Any Borrower may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, provided that the Borrower Company (on its behalf or on behalf of any such Subsidiary Borrower, as the case may be) shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 a.m.A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Loans initially are to be Eurodollar Loans Loans, or (b) on the requested Borrowing Date, otherwisein the case of ABR Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date, Date and (iii) whether in the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods Period therefor. Any Loans made on the Closing Date shall initially be ABR Loans. Each borrowing under the Aggregate Commitments shall be in an amount consistent with equal to (x) in the requirements set forth case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in subsection 4.4excess thereof (or, if the then aggregate Available Commitments are less than $5,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the BorrowerCompany, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the applicable Borrower at the office of the Administrative Agent specified in subsection 11.2 Funding Office prior to 12:00 (noon)2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the applicable Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the such Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. Each Lender may, at its option, make any Loan available to any Foreign Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Foreign Borrower to repay such Loan in accordance with the terms of this Agreement.

Procedure for Borrowing. The Borrower may borrow under (a) Each Committed Loan, each conversion of Committed Loans from one Type to the Aggregate Commitments during the Commitment Period on any Business Day, provided that the Borrower other and each continuation of Eurodollar Loans shall give the Administrative Agent be made upon a Fund's irrevocable notice (to the Operations Agent, which may be given by telephone. Each such notice must be received by the Administrative Operations Agent prior to not later than 11:00 a.m., New York City Eastern time, (ai) three Business Days prior to the requested Borrowing Datedate of any Committed Loans that are Eurodollar Loans, if all any conversion to or any part continuation of the requested Loans initially are to be Eurodollar Loans or of any conversion of Eurodollar Loans to Base Rate Loans or Federal Funds Rate Loans and (bii) on the requested Borrowing Datedate of any Committed Loans that are Base Rate Loans or Federal Funds Rate Loans. Each telephonic notice by the Fund pursuant to this Section 2.3(a) must be confirmed promptly by delivery to the Operations Agent of a written Committed Loan Notice, otherwise)appropriately completed and signed by an Authorized Officer of the Fund. Each borrowing of, specifying conversion to or continuation of Eurodollar Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each borrowing of or conversion to Committed Loans that are Base Rate Loans or Federal Funds Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the amount Fund is requesting Committed Loans, a conversion of Committed Loans from one Type to be borrowedanother or a continuation of Eurodollar Loans, (ii) the requested Borrowing Datedate of the borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) whether the borrowing is principal amount of Committed Loans to be of Eurodollar Loansborrowed, ABR Loans converted or a combination thereof and continued, (iv) if the borrowing is Type of Committed Loans to be entirely borrowed or partly to which existing Committed Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If a Fund fails to specify a Type of Committed Loan in a Committed Loan Notice or if a Fund fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans. If a Fund requests a borrowing of, conversion to or continuation of Eurodollar LoansLoans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of two weeks. In the event that more than one Committed Loan Notice is delivered on any Business Day, the respective amounts Operations Agent shall, for purposes of each such Type ensuring that the aggregate of Loan the then-outstanding Loans and the respective lengths Loans that are the subject of the initial Interest Periods therefor. Each borrowing under Committed Loan Notice will not exceed the Aggregate Commitments shall be Commitments, process the Committed Loan Notices in an amount consistent with the requirements set forth in subsection 4.4. Upon order of receipt. (b) Following receipt of any such notice from the Borrowera Committed Loan Notice in respect of a Committed Loan, the Administrative Operations Agent shall promptly notify each Lender thereofBank of the amount of its Pro Rata Share of the applicable Committed Loans and, if no timely notice of a conversion or continuation is provided by the relevant Fund, the Operations Agent shall notify each Bank of the details of any automatic conversion to Base Rate Loans. Each Lender will In the case of Committed Loans, each Bank shall make the amount of its pro rata share of each borrowing Committed Loan available to the Administrative Operations Agent for in immediately available funds at the account Operations Agent's Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the Borrower at applicable conditions set forth in Section 4.2 (and, if such borrowing is the office of initial credit extension following the Administrative Agent specified in subsection 11.2 prior to 12:00 (noonRefinancing Date, Section 4.1), New York City time, on the Borrowing Date requested by the Borrower in Operations Agent shall make all funds immediately so received available to the Administrative Agent. Such borrowing will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and relevant Fund in like funds as received by the Administrative AgentOperations Agent either by (i) crediting the account of the relevant Fund on the books of the Operations Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Operations Agent by the relevant Fund; provided, however, that if, on the date the Committed Loan Notice with respect to such borrowing is given by the relevant Fund, there are Swing Loans outstanding, then the proceeds of such borrowing shall be applied first, to the payment in full of any such Swing Loans and second, to the relevant Fund as provided above. (c) After giving effect to any borrowing, there may not be more than 10 different Interest Periods in effect as to all the Funds.

Procedure for Borrowing. (a) The Borrower may borrow under the Aggregate Commitments during the Commitment Period on any Business Day, ; provided that (i) the Borrower may request no more than four (4) Borrowings and (ii) the Borrower shall give the Administrative Agent irrevocable notice a Borrowing Request, which Borrowing Request shall be irrevocable, (which notice must be received by the Administrative Agent i) prior to 11:00 a.m.1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Loans initially are to be Eurodollar Loans or and (bii) prior to 1:00 P.M., New York City time, on the requested Borrowing Date, otherwise)in the case of Reference Rate Loans, specifying (iA) the amount to be borrowed, (iiB) the requested Borrowing Date, (iiiC) whether the borrowing Borrowing is to be of a Eurodollar LoansLoan, ABR Loans a Reference Rate Loan or a combination thereof thereof, and (ivD) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Periods thereforPeriod for each Eurodollar Loan included in such Borrowing Request. Each borrowing under the Aggregate Commitments Borrowing shall be in an aggregate principal amount consistent with of the requirements set forth lesser of (1) $10,000,000 or a whole multiple of $5,000,000 in subsection 4.4. excess thereof, and (2) an amount equal to the excess, if 28 any, of the aggregate amount of the Commitments, minus the aggregate outstanding principal amount of the Loans at such time. (b) Upon receipt of any such notice the Borrowing Request from the Borrower, the Administrative Agent shall promptly notify each Lender thereofthereof (but in any event no later than (i) the date of receipt of such Borrowing Request from the Borrower, in the case of Eurodollar Loans, and (ii) 3:00 P.M., New York City time (or, in the case of Reference Rate Loans requested after 1:30 P.M., New York City time, 3:30 P.M., New York City time), on the requested Borrowing Date, in the case of Reference Rate Loans). Each Lender will make the amount of its pro rata share Commitment Percentage of each borrowing the Loans available to the Administrative Agent for the account of the Borrower at to the office account of the Administrative Agent specified in subsection 11.2 most recently designated by it for such purpose by notice to the Lenders prior to 12:00 (noon)1) 3:00 P.M., New York City time (or in the case of Reference Rate Loans requested after 1:30 P.M., New York City time, 4:30 P.M., New York City time), in the case of Reference Rate Loans, and (2) 12:00 P.M., New York City time, in the case of Eurodollar Loans, in each case on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent by crediting the account of the Borrower on the books of the Administrative Agent, or such office other account of the Borrower as shall have been designated by the Borrower to the Administrative Agent, with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent within one (1) hour of receipt by the Administrative Agent but in any event no later than 4:00 P.M., New York City time (or, in the case of Reference Rate Loans requested after 1:30 P.M., New York City time, no later than 5:00 P.M., New York City time). (c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a proposed Borrowing Date (or, in the case of any Borrowing of Reference Rate Loans, prior to (x) 3:00 P.M., New York City time or (y) in the case of any Borrowing of Reference Rate Loans that was requested after 1:30 P.M., New York City time, 4:30 P.M., New York City time, in each case on a proposed Borrowing Date) that such Lender will not make available to the Administrative Agent the amount which would constitute its Commitment Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Borrowing Date, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such Borrowing Date an amount equal to such Lender's Commitment Percentage of such Borrowing. The Administrative Agent shall notify the Borrower as promptly as practicable if such Lender's Commitment Percentage of such Borrowing is not made available to the Administrative Agent on such Borrowing Date. If such amount is made available to the Administrative Agent on a date after such Borrowing Date, such Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the daily average overnight Federal Funds Effective Rate during such period as quoted by the Administrative Agent, times (ii) the amount of such Lender's Commitment Percentage of such Borrowing (minus the amount, if any, which such Lender has made available to the Administrative Agent), times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which such Lender's Commitment Percentage of such Borrowing shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be prima facie evidence of the accuracy of the information set forth therein, absent manifest error. If such Lender's Commitment Percentage of such Borrowing is not in fact made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall be entitled to recover the amount of such Lender's Commitment Percentage of such Borrowing (minus the amount, if any, which such Lender had made available to the Administrative Agent) on demand from the Borrower with interest thereon (A) for the period from and including such Borrowing Date to the date one day after such demand, at a rate per annum equal to the 29 daily average overnight Federal Funds Effective Rate during such period as quoted by the Administrative Agent and calculated on the basis of a 360-day year for the actual days elapsed and (B) thereafter, at the rate per annum applicable to Reference Rate Loans hereunder. Nothing contained in this Section 2.3(c) shall prejudice in any manner whatsoever any right or remedy of the Borrower against such Lender.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Aggregate Commitments during Company's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that Agent in the Borrower shall give the Administrative Agent irrevocable notice form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 11:00 a.m., a.m. (New York City time, ) (ai) three Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Offshore Rate Loans initially are and (ii) one Business Day(s) prior to be Eurodollar Loans or (b) on the requested Borrowing Date, otherwise), specifying in the case of Base Rate Loans) specifying: (i) the amount to be borrowed, (iiA) the requested Borrowing Date, which shall be a Business Day; (iiiB) whether the borrowing is Type of Loans comprising the Borrowing; and (C) the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months; provided, however, that with respect to the Borrowing to be made on the Closing Date, the Notice of Eurodollar Borrowing shall be delivered to the Agent not later than (i) three Business Days prior to the Closing Date, in the case of Offshore Rate Loans, ABR Loans or a combination thereof and (ivii) if 11:00 a.m. (New York City time) on the borrowing is to be entirely or partly Closing Date, in the case of Eurodollar Base Rate Loans, the respective amounts . (b) The Agent will promptly notify each Bank of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Aggregate Commitments shall be in an amount consistent with the requirements set forth in subsection 4.4. Upon its receipt of any Notice of Borrowing and of the amount of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Bank's Pro Rata Share of that Borrowing. (c) Each Lender Bank will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower Company at the office of the Administrative Agent specified in subsection 11.2 prior to 12:00 Agent's Payment Office by 11:00 a.m. (noon), New York City time, ) on the Borrowing Date requested by the Borrower Company in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower no later than 2:00 p.m. New York City time Company by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Company of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than three different Interest Periods in effect.

Procedure for Borrowing. The Borrower (a) Except with respect to Swing Line Loans, for which borrowing procedures are set forth in subsection 2.10, the Company may borrow under the Aggregate Commitments during on any Working Day, if the Commitment Period borrowing is of Eurodollar Loans, or on any Business Day, if the borrowing is of ABR Loans, provided that that, with respect to the Borrower borrowings, if any, to take place on the Closing Date, the Company shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 a.m.10:00 A.M., New York City time, on the Closing Date), and with respect to any subsequent borrowings, the Company shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (ai) three Business Working Days prior to the requested Borrowing Date, Date if all or any part of the requested Loans initially are to be Eurodollar Loans or and (bii) on one Business Day prior to the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether Date if the borrowing is to be solely of ABR Loans) specifying (A) the amount of the borrowing, (B) whether such Loans are initially to be Eurodollar Loans or ABR Loans, ABR Loans or a combination thereof thereof, and (ivC) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths length of the initial Interest Periods therefor. Each borrowing under the Aggregate Commitments shall be in an amount consistent with the requirements set forth in subsection 4.4Period for such Eurodollar Loans. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereofBank (which notice shall in any event be delivered to each Bank by 4:00 P.M., New York City time, on such date). Each Lender will Not later than 12:00 Noon, New York City time, on the Borrowing Date specified in such notice, each Bank shall make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 prior 10.2 (or at such other location as the Administrative Agent may direct) an amount in immediately available funds equal to 12:00 (noon), New York City time, on the Borrowing Date requested amount of the Loan to be made by such Bank. Loan proceeds received by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then Agent hereunder shall promptly be made available to the Borrower no later than 2:00 p.m. New York City time Company by the Administrative Agent Agent's crediting the account of the Borrower on Company, at the books office of such office the Administrative Agent specified in subsection 10.2, with the aggregate of the amounts made available to amount actually received by the Administrative Agent by from the Lenders Banks and in like funds as received by the Administrative Agent. (b) Any borrowing of Eurodollar Loans hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (i) the aggregate principal amount of all Eurodollar Loans having the same Interest Period shall not be less than $5,000,000, or a whole multiple of $1,000,000 in excess thereof, and (ii) no more than ten Interest Periods shall be in effect at any one time. (c) Eurodollar Loans shall be made by each Bank at its Eurocurrency Lending Office and ABR Loans shall be made by each Bank at its Domestic Lending Office.

Procedure for Borrowing. The Borrower may borrow under (a) Each Borrowing shall be made upon the Aggregate Commitments during Borrower's irrevocable written notice delivered to the Commitment Period on any Business Day, provided that Agent in the Borrower shall give the Administrative Agent irrevocable notice form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City a.m. (Chicago time, )) (ai) three (3) Business Days prior to the requested Borrowing Date, if all or any part in the case of the requested Loans initially are Offshore Rate Loans, and (ii) one (1) Business Day prior to be Eurodollar Loans or (b) on the requested Borrowing Date, otherwise)in the case of Base Rate Loans, specifying specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of (i) $5,000,000 or any multiple of $1,000,000 in excess thereof in the amount to be borrowed, case of Offshore Rate Loans and (ii) $1,000,000 or any multiple of $500,000 in excess thereof in the case of Base Rate Loans; (B) the requested Borrowing Date, which shall be a Business Day; (iiiC) whether the borrowing is Type of Loans comprising the Borrowing; and (D) if an Offshore Rate Loan, the duration of the Interest Period applicable to such Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be three months. provided, however, that with respect to the Borrowing to be made on the Closing Date, the Notice of Eurodollar LoansBorrowing shall be delivered to the Agent not later than 12:00 noon (Chicago time) on the Closing Date and such Borrowing will consist of Base Rate Loans only; and further provided that if so requested by the Agent, ABR all Borrowings during the first sixty (60) days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Offshore Rate Loans for Interest Periods therefor. Each borrowing under the Aggregate Commitments shall be in an amount consistent with the requirements set forth in subsection 4.4. Upon receipt of any such notice from the Borrower, the Administrative no longer than one month. (b) The Agent shall will promptly notify each Lender thereof. of its receipt of any Notice of Borrowing and of the amount of such Lender's Pro Rata Share of that Borrowing. (c) Each Lender will make the amount of its pro rata share Pro Rata Share of each borrowing Borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to 12:00 Agent's Payment Office by 11:00 a.m. (noon), New York City Chicago time, ) on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing The proceeds of all such Loans will then be made available to the Borrower no later than 2:00 p.m. New York City time by the Administrative Agent crediting the account of the Borrower on the books of such office by wire transfer in accordance with the aggregate of the amounts made available written instructions provided to the Administrative Agent by the Lenders and in Borrower of like funds as received by the Administrative Agent. (d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than five (5) different Interest Periods in effect.