Common use of Borrowing Procedure Clause in Contracts

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

Borrowing Procedure. In order to request a Term Loan Borrowing or a Each Revolving Credit Borrowing, each conversion of a Borrowing from one Type to the other, and each continuation of a Eurodollar Rate Borrowing shall be made upon the Borrower shall notify the Representative’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, 11:00 a.m. (i) three (3) Business Days before prior to the requested date of any Borrowing of, conversion to or continuation of a proposed Eurodollar Rate Borrowing or of any conversion of a Eurodollar Loans Rate Borrowing to a Base Rate Borrowing, and (or such shorter period as may be agreed ii) on the requested date of any Base Rate Borrowing. Each telephonic notice by the Administrative AgentBorrower Representative pursuant to this Section 2.1(b) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall must be confirmed promptly by hand delivery, e-mail or fax delivery to the Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Each Borrowing of, conversion to or continuation of a Eurodollar Rate Borrowing shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof. Except as provided in Sections 2.2(c) and 2.3(c), each Borrowing of or conversion to a Base Rate Borrowing shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof; provided that a Base Rate Borrowing may be in an amount equal to Availability. Each Borrowing Request and (whether telephonic or written) shall specify the following information: (aA) whether the Borrowing then being requested Borrower Representative is to be requesting a Borrowing of Term Loans, Revolving Credit LoansBorrowing, Incremental Term Loans a conversion of Borrowings from one Type to the other, or Incremental Revolving Credit Loans a continuation of Borrowings, (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xB) the requested date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall Borrowing, conversion or continuation, as the case may be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); , (cC) the number and location principal amount of Borrowings to be borrowed, converted or continued, (D) the account Type of Borrowings to be borrowed or to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such existing Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans andconverted, and (E) if Eurodollar Loansapplicable, the duration of the Interest Period with respect thereto; provided. If the Borrower Representative fails to specify a Type of Borrowing in a Borrowing Request or if the Borrower Representative fails to give a timely notice requesting a conversion or continuation, howeverthen the applicable Borrowing shall be made as, thator converted to, notwithstanding any contrary specification a Base Rate Borrowing. Any such automatic conversion to Base Rate Borrowings shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Borrowing. If the Borrower Representative requests a Borrowing of, conversion to, or continuation of a Eurodollar Rate Borrowing in any such Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no but fails to specify an Interest Period with respect to any Eurodollar Borrowing is specified in any such noticePeriod, then the Borrower shall it will be deemed to have selected specified an Interest Period of one (1) month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

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

Borrowing Procedure. In order the case of Revolving Loans and EPL Loans, by delivering a Borrowing Request to request the Administrative Agent on or before noon, New York time, on a Term Loan Borrowing or a Revolving Credit BorrowingBusiness Day, the Borrower shall notify Borrower, in the case of Revolving Loans, or EPL, in the case of EPL Loans, may from time to time irrevocably request, on the same Business Day’s notice in the case of Base Rate Loans, or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing be made, (a) in the case of LIBO Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000, (b) in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 or, in either case, in the unused amount of the Revolving Loan Availability or the EPL Loan Availability, as applicable; provided, that no LIBO Rate Loans may be advanced when any Default, Borrowing Base Deficiency or EPL Borrowing Base Deficiency has occurred and is continuing. Each such irrevocable request may be made by telephone confirmed promptly by hand delivery, electronic mail or facsimile to the Administrative Agent of the applicable Borrowing Request. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the Type of Loans, and shall be made on the Business Day, specified in such request by telephone not later than 12:00 Borrowing Request. In the case of Revolving Loans or EPL Loans, on or before 11:00 a.m., New York time, on such Business Day (or 3:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request Base Rate Loan requested on the same Business Day), each Lender that has a Revolving Loan Commitment or EPL Loan Commitment, as applicable, to make the Loans being requested shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to deposit with the Administrative Agent same day funds in an amount equal to such Revolving Lender’s Percentage of a written the requested Borrowing Request and shall specify or such EPL Lender’s Percentage of the following information: (a) whether the Borrowing then being requested is Borrowing, as applicable. Such deposit will be made to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date account which the Administrative Agent shall have notified specify from time to time by notice to the Borrower that Revolving Lenders or EPL Lenders, as applicable. To the primary syndication of extent funds are received from the Loans has been completed (which notice shall be given Revolving Lenders or EPL Lenders, as promptly as practicable) and (y) the date that is 30 days after the Closing Date); providedapplicable, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by shall make such funds available to the Borrower or EPL, as applicable, by wire transfer to the accounts the Borrower or EPL, as applicable, shall have specified in such its Borrowing Request; (b) the date of such Borrowing (which . No Lender’s obligation to make any Loan shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding affected by any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each other Lender’s portion of the requested Borrowingfailure to make any Loan.

Borrowing Procedure. (a) In order to request a Term Loan Borrowing or (other than a Revolving Credit Borrowingdeemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03(a) shall not apply), the U.S. Borrower shall notify hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of such request by telephone a Eurocurrency Borrowing, not later than 12:00 1:00 p.m., New York timeStandard Time, three Business Days before a proposed Borrowing, (b) in the case of an ABR Borrowing of Eurodollar Loans (or such shorter period as may be agreed by under the Administrative Agent) and no U.S. Commitments not later than 12:00 p.m.11:00 a.m., New York timeStandard Time, on the day of the proposed Borrowing, and (c) in the case of an ABR Borrowing under the Canadian Commitments, not later than 2:00 p.m., Standard Time, one Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, e-mail or fax to on behalf of the Administrative Agent of a written Borrowing Request U.S. Borrower and shall specify the following information: (ai) whether the Borrowing then being requested is to be a U.S. Borrowing or, if at the time of Term Loanssuch request the U.S. Commitments have been fully utilized, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans a Canadian Borrowing; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xii) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in whether such Borrowing Requestis to be a Eurocurrency Borrowing or an ABR Borrowing; (biii) the date of such Borrowing (which shall be a Business Day); (civ) the number and location of the account to which funds are to be disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (dv) the amount of such Borrowing (stated in the Available Currency)Borrowing; and (evi) whether the Loans being made pursuant to if such Borrowings are Borrowing is to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loansa Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect election as to any Eurodollar the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurocurrency Borrowing is specified in any such notice, then the U.S. Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.03(a) (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

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

Borrowing Procedure. In order to To request a Term Loan Borrowing or a Revolving Credit BorrowingSwingline Loan, the applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy or email), not later than 12:00 1:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York timeLocal Time, on the Business Day before the date day of a proposed Borrowing in the case of a Borrowing of ABR LoansSwingline Loan. Each such telephonic Borrowing Request notice shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location amount of the account requested Swingline Loan; provided that any notice requesting a Swingline Loan in Canadian Dollars or Euro shall be accompanied by a borrowing notice for a Borrowing 3 Business Days hence for a like amount of Multicurrency Revolving Loans denominated in the currency of the proposed Swingline Loan pursuant to Section 2.03 (it being understood such notice for such Multicurrency Revolving Loans may be delivered not later than 1:00 p.m. Local Time instead of 11:00 a.m. Local Time), which funds are notice shall only be revocable if such Swingline Loan denominated in Canadian Dollars or Euro is not made; the proceeds of any such Multicurrency Revolving Loans made shall be applied by the Borrowers first, to repay the principal of such Swingline Loan and any interest owing thereunder to the Swingline Lender, with any amounts in excess thereof to be disbursed; (d) retained by the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s durationapplicable Borrower. The Administrative Agent shall will promptly advise the applicable Lenders Swingline Lender of any such notice given pursuant received from such Borrower. The Swingline Lender shall make each Swingline Loan available to this the applicable Borrower by means of a credit to the general deposit account of the applicable Borrower with the Swingline Lender or by wire transfer, automated clearinghouse debit or interbank transfer to such other account, accounts or Persons designated by the applicable Borrower in the applicable request (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.03 (and the contents thereof2.05(e), and of each Lender’s portion of by remittance to the Issuing Bank) by 3:00 p.m., Local Time, on the requested Borrowingdate of such Swingline Loan.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the give Administrative Agent notice of such request each Borrowing by telephone not later than 12:00 p.m., New York time, three Business Days before means of a proposed Borrowing of Eurodollar Loans Request Form containing the information required therein and delivered (by hand or such shorter period as may be agreed by the mechanically confirmed facsimile) to Administrative Agent) and Agent no later than 12:00 p.m.5:00 p.m. (New York, New York NY time, ) on the Business Day before day prior to which the date Borrowing is desired to be funded. Each Borrowing shall be in an amount no less than $[***] up to the Maximum Facility Amount less outstanding Borrowings. Administrative Agent at its option may accept telephonic requests for such Borrowings, provided that such acceptance shall not constitute a waiver of a proposed Borrowing in the case Administrative Agent’s right to require delivery of a Borrowing Request Form in connection with subsequent Borrowings. Any telephonic request for a Borrowing by Borrower shall be promptly confirmed by submission of ABR Loans. Each such telephonic a properly completed Borrowing Request shall be irrevocableForm to Administrative Agents, and shall be confirmed promptly by hand delivery, e-mail or fax but failure to the Administrative Agent of deliver a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower Form shall not be permitted a defense to request payment of the Borrowing. No Lender shall have liability to Borrower for any loss or damage suffered by Xxxxxxxx as a Eurodollar Borrowing with an Interest Period in excess result of one month until the earlier Xxxxxxx’ honoring of (x) the date the any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Administrative Agent by Xxxxxxxx and Lenders shall have notified no duty to verify the origin of any such communication or the identity or authority of the Person sending it. Subject to the terms and conditions of this Agreement, each Borrowing shall be made available to Borrower by depositing the same, in immediately available funds, in an account of Borrower designated by Xxxxxxxx maintained with Administrative Agent at the Principal Office. If, after giving effect to a requested Borrowing, there is a Borrowing Base Deficiency, or if Administrative Agent determines (either then or on any later day in the course of reviewing the same) that the primary syndication of Borrowing Request Form submitted to it is incomplete or incorrect in any material respect, then Lenders shall withhold the Loans has been completed (which notice entire Borrowing until Borrower shall be given as promptly as practicable) and (y) the date have demonstrated to Administrative Agent’s reasonable satisfaction that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; Request Form is in fact not (bor is no longer) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans incomplete or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification incorrect in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowingmaterial respect.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the The Borrower shall notify give the Administrative Agent of such request irrevocable notice (which notice must be received by telephone not later than 12:00 p.m.the Administrative Agent prior to 10:00 a.m., New York City time, ) not less than one Business Day prior to the Closing Date (in the case of Base Rate Loans) or three Business Days before prior to the Closing Date (in the case of LIBO Rate Loans) requesting that the Term Loan Lenders make the Term Loans on the Closing Date and specifying (i) the aggregate principal amount of the Term Loans to be borrowed, (ii) whether the Term Loans are to be initially LIBO Rate Loans, Base Rate Loans or a proposed Borrowing combination thereof, and (iii) if the Term Loans are to be entirely or partly LIBO Rate Loans, the respective amounts of Eurodollar Loans (or each such shorter period as may be agreed by type of Term Loan and the respective lengths of the initial Interest Periods therefor. Upon receipt of such notice the Administrative Agent) and no Agent shall promptly notify each Term Loan Lender thereof. Not later than 12:00 p.m., 11:00 a.m. New York City time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request Closing Date each Term Loan Lender shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to deposit with the Administrative Agent same day funds in an amount equal to such Term Loan Lender's Term Loan Percentage of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is Term Loans to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, made on the Borrower shall not Closing Date. Such deposit will be permitted made to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date account which the Administrative Agent shall have notified specify by notice to the Borrower that Term Loan Lenders. Subject to the primary syndication provisions of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); providedSection 9.2, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by shall make such funds available to the Borrower in such Borrowing Request; (b) by wire transfer to the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then accounts the Borrower shall have specified in its Borrowing Request. No Term Loan Lender's obligation to make any Term Loan shall be deemed affected by any other Term Loan Lender's failure to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of make any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested BorrowingTerm Loan.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify hand deliver or telecopy to the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed duly completed Borrowing of Eurodollar Loans Request: (or such shorter period as may be agreed by the Administrative Agenta) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Eurodollar Rate Borrowing, not later than 12:00 noon, Dallas, Texas time, two Business Days before such Borrowing, and (b) in the case of a Base Rate Borrowing or a Eurodollar Daily Floating Rate Borrowing, not later than 12:00 noon, Dallas, Texas time, on the day of ABR Loanssuch Borrowing. Each such telephonic Borrowing Request Such notice shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following informationin each case specify: (ai) whether the Borrowing then being requested is a Revolving Loan Borrowing or a Swingline Loan Borrowing; (ii) in the case of a Revolving Loan Borrowing, whether such Borrowing is to be a Eurodollar Rate Borrowing or a Base Rate Borrowing; (iii) in the case of Term Loansa Swingline Loan Borrowing, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not whether such Borrowing is to be permitted to request a Eurodollar Daily Floating Rate Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on or a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing RequestBase Rate Borrowing; (biv) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency)thereof; and (ev) whether the Loans being made pursuant to if such Borrowings are Borrowing is to be initially maintained as ABR Loans or a Eurodollar Loans and, if Eurodollar LoansRate Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification . If no election as to the Type or facility applicable to such Borrowing is specified in any Borrowing Requestsuch notice, each then the requested Borrowing shall comply with the requirements set forth in Section 2.02will be a Base Rate Swingline Loan Borrowing. If no Interest Period with respect to any Eurodollar Rate Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Notwithstanding any other provision of this Agreement to the contrary, no Eurodollar Rate Borrowing shall be requested if the Interest Period with respect thereto would end after the Maturity Date. When a Revolving Loan Borrowing is requested, the Administrative Agent shall promptly advise the applicable Revolving Lenders of any the notice given pursuant to this Section 2.03 (and the contents thereof), and of each Revolving Lender’s portion of the requested Borrowing. When a Swingline Loan Borrowing is requested, the Administrative Agent shall promptly advise the Swingline Lender of the notice given pursuant to this Section 2.03.

Borrowing Procedure. In order to request a Term Loan Borrowing (a) Upon (i) any Disbursements being made in respect of one or a Revolving more Letters of Credit Borrowingor (ii) the occurrence of any Maturity Date for any Acceptance (whether or not, the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing Letters of ABR Loans. Each Credit, such telephonic Borrowing Request Letters of Credit were issued to support the obligations of any Borrower or any of their Subsidiaries (or any of their respective divisions) and in the case of Acceptances, whether or not such Acceptances were created to support the obligations of the Warnaco Sub Borrowers, the Sub Borrower, the U.S. Borrower or any of their Subsidiaries (or any of their respective divisions)), such Borrower shall be irrevocable, and (unless it shall be confirmed promptly by hand delivery, e-mail or fax have given notice to the Administrative Agent of a written Borrowing Request and shall specify to the following information: (a) whether the Borrowing then being requested is contrary prior to be a Borrowing of Term Loans3:00 p.m., Revolving Credit LoansApplicable Time, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted at least three Business Days prior to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall of such Disbursement or occurrence of such Maturity Date) be deemed to have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory delivered to the Administrative Agent specified a Borrowing Request pursuant to which such Borrower shall have been deemed to irrevocably request that the Fronting Bank make a LIBO Rate Loan to such Borrower with a six month Interest Period in a principal amount equal to the aggregate amount of (A) in the case of U.S. Letters of Credit, the Disbursements, and in the case of Non-U.S. Letters of Credit, the U.S. Dollar Equivalent of the Disbursements made on such date or (B) in the case of the U.S. Borrower, the Warnaco Sub Borrowers or the Sub Borrower, the aggregate face amount of those Acceptances having Maturity Dates on such date, as applicable. Each Borrower, as applicable, hereby acknowledges and agrees that each Borrowing Request deemed to be delivered hereunder, the making of a Loan by the Borrower in such Borrowing Request; Fronting Bank (a) to reimburse the Fronting Bank for Disbursements made under the Letters of Credit or (b) payment made on the Maturity Date of any Acceptance, and the acceptance by any Borrower of the proceeds of the Borrowing shall constitute a representation and warranty by the Borrowers that on the date of such Borrowing (which both immediately before and after giving effect to such Borrowing and the application of the proceeds thereof) the statements made in Section 6.2.1 are in each case true and correct. Proceeds of such Loans shall be a Business Day); used to fund the Reimbursement Obligations in respect of (ca) Letters of Credit under which one or more Disbursements were made and (b) as applicable, Acceptances which had Maturity Dates occurring, in each case, on the number and location date of the account to which funds are to be disbursed; (d) Loan. Each of the amount parties hereto acknowledges and agrees that upon the satisfaction of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions precedent set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice6.1, then the Borrower Existing Loans shall be deemed to have selected an Interest Period be Loans made by the Fronting Bank on the Effective Date under the terms of one month’s duration. The Administrative Agent this Agreement and shall promptly advise the applicable Lenders of any notice given thereafter accrue interest and fees pursuant to this Section 2.03 (and the contents thereof)terms hereof, and of each Lender shall continue to participate in such Loans in an amount equal to such Lender’s portion 's Percentage of the requested Borrowingoutstanding principal amount of the Existing Loans.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request (i) in the case of such request by telephone a Eurocurrency Borrowing, not later than 12:00 4:00 p.m., New York time, three Business Days before a proposed Borrowing Borrowing, and (ii) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.noon, New York time, on the one Business Day before the date of a proposed Borrowing; provided, however, that Borrowing in Requests with respect to Borrowings to be made on the case Effective Date may, at the discretion of a Borrowing of ABR Loansthe Administrative Agent, be delivered later than the times specified above. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, e-mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (aA) whether the Borrowing then being requested is to be a Eurocurrency Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing RequestABR Borrowing; (bB) the date of such Borrowing (which shall be a Business Day); (cC) the number and location of the account to which funds are to be disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c) and shall be an office of the Administrative Agent in New York); (dD) the amount of such Borrowing (stated in the Available Currency)Borrowing; and (eE) whether the Loans being made pursuant to if such Borrowings are Borrowing is to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loansa Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), ) and of each Lender’s 's portion of the requested Borrowing.

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

Borrowing Procedure. In order to To request a Term Loan Borrowing or a Revolving Credit BorrowingSwingline Loan, the applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy or email), not later than 12:00 1:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York timeLocal Time, on the Business Day before the date day of a proposed Borrowing in the case of a Borrowing of ABR LoansSwingline Loan. Each such telephonic Borrowing Request notice shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location amount of the account requested Swingline Loan; provided that any notice requesting a Swingline Loan in Canadian Dollars or Euro shall be accompanied by a borrowing notice for a Borrowing three (3) Business Days hence for a like amount of Multicurrency Revolving Loans denominated in the currency of the proposed Swingline Loan pursuant to Section 2.03 (it being understood such notice for such Multicurrency Revolving Loans may be delivered not later than 1:00 p.m. Local Time instead of 11:00 a.m. Local Time), which funds are notice shall only be revocable if such Swingline Loan denominated in Canadian Dollars or Euro is not made; the proceeds of any such Multicurrency Revolving Loans made shall be applied by the Borrowers first, to repay the principal of such Swingline Loan and any interest owing thereunder to the Swingline Lender, with any amounts in excess thereof to be disbursed; (d) retained by the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s durationapplicable Borrower. The Administrative Agent shall will promptly advise the applicable Lenders Swingline Lender of any such notice given pursuant received from such Borrower. The Swingline Lender shall make each Swingline Loan available to this the applicable Borrower by means of a credit to the general deposit account of the applicable Borrower with the Swingline Lender or by wire transfer, automated clearinghouse debit or interbank transfer to such other account, accounts or Persons designated by the applicable Borrower in the applicable request (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.03 (and the contents thereof2.05(e), and of each Lender’s portion of by remittance to the Issuing Bank) by 3:00 p.m., Local Time, on the requested Borrowingdate of such Swingline Loan.

Borrowing Procedure. In order The Borrower shall give the Lender notice of each Revolving Credit Advance by means of an Advance Request Form containing the information required therein and delivered (by hand or by mechanically confirmed facsimile) to the Lender no later than 1:00 p.m. (Springdale, Arkansas time) on the day on which the Revolving Credit Advance is desired to be funded. There shall not be a minimum amount for any advance hereunder. The Lender at its option may accept telephonic requests for such Advances, provided that such acceptance shall not constitute a waiver of the Lender’s right to require delivery of an Advance Request Form in connection with subsequent Advances. Any telephonic request a Term Loan Borrowing or for a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request Advance by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed promptly confirmed by submission of a properly completed Advance Request Form to the Lender, but failure to deliver an Advance Request Form shall not be a defense to payment of the Advance. The Lender shall have no liability to the Borrower for any loss or damage suffered by the Borrower as a result of the Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have selected an Interest Period of one month’s duration. The Administrative Agent been sent to the Lender by the Borrower and the Lender shall promptly advise have no duty to verify the applicable Lenders origin of any notice given pursuant to this Section 2.03 (and such communication or the contents thereof), and of each Lender’s portion identity or authority of the requested BorrowingPerson sending it. Subject to the terms and conditions of this Agreement, each Revolving Credit Advance shall be made available to the Borrower by depositing the same, in immediately available funds, in an account of the Borrower designated by an agent or representative of Borrower (such agent or representative being Bxx Xxxxxx, Sxxxx Xxxxxx, Dxxx Xxxxxx, or Jxx Xxxxxx) maintained with the Lender at the Principal Office.

Borrowing Procedure. In order (a) Each borrowing by a Borrower hereunder shall be (i) in the case of any LIBOR Rate Loan, in an aggregate amount of not less than $500,000 or an integral multiple of $500,000 in excess thereof; or (ii) in the case of any Base Rate Loan, in an aggregate amount of not less than $500,000 or an integral multiple of $500,000 in excess thereof. Each Loan shall be made upon prior written notice from the Parent, on behalf of the Borrowers, to request a Term Loan Borrowing or a Revolving Credit the Agent in the form of EXHIBIT C hereto (the "Notice of Borrowing, ") delivered to the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m.11:30 a.m. (Houston time) (i) on the third Business Day prior to the Borrowing Date, New York time, three Business Days before a proposed Borrowing if such borrowing consists of Eurodollar Loans LIBOR Rate Loans; and (or such shorter period as may be agreed by the Administrative Agentii) and no later than 12:00 p.m., New York time, on the Business Day before prior to the date Borrowing Date, if such borrowing consists of a proposed Borrowing in the case of a Borrowing of ABR Base Rate Loans. Each such telephonic Notice of Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (di) the amount of the proposed borrowing and of each Loan comprising a part thereof; (ii) the Borrowing Date; (iii) the Type of Loan requested; (iv) with respect to any LIBOR Rate Loan, the Rate Period with respect to each such Borrowing Loan and the Expiration Date of each such Rate Period (stated PROVIDED, that there shall not be more than five (5) Rate Periods in the Available Currencyeffect at any one time under this Agreement); and (ev) whether the Loans being made pursuant to such Borrowings demand deposit account of the Borrowers at the Agent's Domestic Lending Office with which the proceeds of the borrowing are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loansdeposited. Promptly upon its receipt of a Notice of Borrowing, the Interest Period with respect theretoAgent shall deliver by fax a copy thereof to each Bank. The Parent may give the Agent telephonic notice by the required time of any proposed borrowing under this Section 2.2(a); providedPROVIDED, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any that such notice, then the Borrower telephonic notice shall be deemed promptly confirmed in writing by delivery to the Agent of a Notice of Borrowing. Neither the Agent nor any Bank shall incur any liability to the Borrowers in acting upon any telephonic notice referred to above which the Agent believes in good faith to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise been given by the applicable Lenders of any notice given pursuant to Parent or for otherwise acting in good faith under this Section 2.03 (and the contents thereof2.2(a), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order (a) Each Loan to request be made hereunder shall be in such minimum principal amount and subject to such advance written notice, or telephonic notice (confirmed immediately in writing), to Agent as shall be specified in the Schedule. Each such written notice of borrowing shall be in substantially the form of Exhibit A (with appropriate completions). Each borrowing of Loans hereunder shall be made on a Term Loan Borrowing or a Revolving Credit Borrowing, pro rata basis from Lenders. Agent will promptly notify each Lender of its receipt of any notice of borrowing and of the Borrower shall notify the Administrative Agent amount of such request Lender’s Pro Rata Share of that borrowing. Each Lender will make the amount of its Pro Rata Share of each borrowing available to Agent for the account of Borrower in accordance with Agent’s Payment Instructions by telephone not later than 12:00 p.m., 11:00 a.m. (New York City time, three Business Days before a ) on the proposed Borrowing Date as notified by Agent in funds immediately available to Agent. Upon fulfillment of Eurodollar the applicable conditions set forth in Section 3.1 and 3.2, Agent shall make the proceeds of the Loans (or such shorter period as may be agreed by available in accordance with Borrower’s payment instructions. Without limiting the Administrative Agent) and no later than 12:00 p.m.generality of the foregoing, New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing any Loans made hereunder for the purpose of ABR Loans. Each such telephonic Borrowing Request shall be irrevocablepaying the purchase price of Cisco Products, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (ai) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified pay the Borrower that the primary syndication proceeds of the Loans has been completed directly to the Vendor, and (which notice ii) if the Vendor is Cisco Systems, each such Loan shall be given deemed to be outstanding hereunder and under the Notes evidencing such Loans effective as promptly as practicable) and (y) of the date that is 30 days after the Closing Dateinvoice date of the Cisco Products which are being financed by such Loans (or on such date thereafter as Cisco Systems shall agree to in its sole discretion); provided, howeverand Lenders are hereby authorized to make such Loans at the request of CSCC (through Agent) without being required to receive a notice of borrowing with respect thereto, provided that if Borrower provides written notice to Agent within 25 days after the initial Interest Period invoice date that payment or performance due Cisco Systems is not then due because one or more conditions of payment or performance has or have not been satisfied by Cisco Systems, then clause (ii) of this section shall not apply and no such Loans shall be made until Borrower provides a notice of borrowing with respect to such invoice. Borrower hereby authorizes and directs Agent to make direct payment to any Eurodollar Borrowing made on Vendor and any other intended recipient, if any, of Loan proceeds (including, without limitation, Loan proceeds used to pay amounts outstanding under the March 2002 Credit Agreement and accrued interest hereunder). Notwithstanding anything in the Funding Date Procedures and Policies to the contrary, Agent will, subject to the provisions of this Agreement, make Loan proceeds available to any Vendor or other recipient thereof on or not later than five Banking Days following the requested Borrowing Date. All borrowings of Loans shall commence on be subject to the Funding Date Procedures and end on a date reasonably satisfactory to the Administrative Policies, unless CSCC shall no longer act as Agent specified by the Borrower in such Borrowing Request; hereunder. (b) Unless Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any borrowing after the Closing Date, at least one Banking Day prior to the date of such Borrowing (which shall be a Business Day); (c) the number borrowing, that such Lender will not make available as and location of when required hereunder to Agent for the account to which funds are to be disbursed; (d) of Borrower the amount of that Lender’s Pro Rata Share of the borrowing, Agent may assume that each Lender has made such amount available to Agent in immediately available funds on the Borrowing Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrower such amount, that Lender shall on the Banking Day following such Borrowing (stated in Date make such amount available to Agent, together with interest at the Available Currency); and (e) whether the Loans being made pursuant Federal Funds Rate for each day during such period. A notice of Agent submitted to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.any

Borrowing Procedure. In order to request a Term Loan Borrowing or Whenever Borrower desires a Revolving Credit BorrowingAdvance, Borrower will notify Bank no later than 3:00 p.m. Pacific time, one (1) Business Day prior to the Business Day that the Revolving Advance is to be made. Each such notification shall be made (i) by telephone or in-person followed by written confirmation from Borrower within twenty four (24) hours, (ii) by electronic mail or facsimile transmission, or (iii) by delivering to Bank a Loan Payment/Advance Request Form in substantially the form of Exhibit B-3 attached hereto. Notwithstanding the foregoing, in addition to any other requirements for borrowing a Revolving Advance, the Borrower shall notify must deliver to the Administrative Agent Bank a Revolving Loan Request in substantially the form of Exhibit B-2 attached hereto and a Loan Payment/Advance Request Form in substantially the form of Exhibit B-3 attached hereto, each dated as of the Funding Date of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR LoansRevolving Advance. Each such telephonic Borrowing Revolving Loan Request shall will be effective upon receipt by the Bank, will be irrevocable, and must specify the date and amount of borrowing. Bank is authorized to make Revolving Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Responsible Officer, or without instructions if in Bank’s discretion such Revolving Advances are necessary to meet Obligations which have become due and remain unpaid. Bank shall be confirmed promptly entitled to rely on any notice given by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is person who Bank reasonably believes to be a Borrowing of Term LoansResponsible Officer or a designee thereof, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the and Borrower shall not be permitted to request indemnify and hold Bank harmless for any damages or loss suffered by Bank as a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date result of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) reliance. Bank will credit the amount of such Borrowing (stated in the Available Currency); and (eRevolving Advances made under this Section 2.3(b) whether the Loans being made pursuant to such Borrowings are to be initially Borrower’s deposit account maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one monthBank at Borrower’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowingdirection.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Lead Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 p.m.(noon), New York City time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m.or, New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing on the Closing Date, on the Business Day of such Borrowing) before a proposed Borrowing, and (b) in the case of an ABR LoansBorrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (ai) whether the such Borrowing then being requested is to be a Eurodollar Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (an ABR Borrowing; provided that, with respect to any Borrowing on the Closing Date, the Lead Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date unless otherwise agreed to by the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Datein its sole discretion); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (bii) the date of such Borrowing (which shall be a Business Day); (ciii) the number and location of the account to which funds are to be disbursed; (div) the amount of such Borrowing (stated in the Available Currency)Borrowing; and (ev) whether the Loans being made pursuant to if such Borrowings are Borrowing is to be initially maintained as ABR Loans or a Eurodollar Loans and, if Eurodollar LoansBorrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Lead Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the (a) The Borrower shall notify give the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by at the Administrative Agent) and no later than 12:00 p.m., ’s Office prior to 1:00 p.m. (New York City time) (i) at least three (3) Business Days’ prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing) of the Borrowing of Loans if all or any of such Loans are to be initially LIBOR Loans, and (ii) prior written notice in the form of Borrowing Request (or telephonic notice promptly confirmed in writing by e-mail) on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of Loans if all such Loans are to be ABR Loans. Each such telephonic Such Borrowing Request shall be irrevocablesubstantially in the form of Exhibit C-1 or C-2 hereto, as applicable, and shall specify (i) the aggregate principal amount of the Loans to be made, (ii) the date of the Borrowing and (iii) whether the Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by hand delivery, e-mail or fax delivery to the Administrative Agent of a written Borrowing Request and shall specify the following information: by no later than 2:00 p.m. (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing DateNew York City time); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Borrowing Request. If the Borrower fails to specify whether any Loans shall consist of ABR Loans or LIBOR Loans in the Borrowing Request, then the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested BorrowingLoans shall be made as ABR Loans.

Borrowing Procedure. (a) In order to request a Term Loan Borrowing or (other than a Revolving Credit Borrowingdeemed Borrowing pursuant to Section 2.02(f) as to which this Section 2.03(a) shall not apply), the U.S. Borrower shall notify hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of such request by telephone a Eurocurrency Borrowing, not later than 12:00 1:00 p.m., New York timeStandard Time, three Business Days before a proposed Borrowing, (b) in the case of an ABR Borrowing of Eurodollar Loans (or such shorter period as may be agreed by under the Administrative Agent) and no U.S. Commitments not later than 12:00 p.m.11:00 a.m., New York timeStandard Time, on the day of the proposed Borrowing, and (c) in the case of an ABR Borrowing under the Canadian Commitments, not later than 2:00 p.m., Standard Time, one Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, e-mail or fax to on behalf of the Administrative Agent of a written Borrowing Request U.S. Borrower and shall specify the following information: (ai) whether the Borrowing then being requested is to be a U.S. Borrowing or, if at the time of Term Loanssuch request the U.S. Commitments have been fully utilized, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans a Canadian Borrowing; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xii) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in whether such Borrowing Requestis to be a Eurocurrency Borrowing or an ABR Borrowing; (biii) the date of such Borrowing (which shall be a Business Day); (civ) the number and location of the account to which funds are to be disburseddisbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (dv) the amount of such Borrowing (stated in the Available Currency)Borrowing; and (evi) whether the Loans being made pursuant to if such Borrowings are Borrowing is to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loansa Eurocurrency Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect election as to any Eurodollar the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurocurrency Borrowing is specified in any such notice, then the U.S. Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.03(a) (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

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

Borrowing Procedure. In order (a) Upon any Disbursements being made in respect of one or more Letters of Credit (whether such Letters of Credit were issued to request a Term Loan Borrowing support the obligations of the Borrower or a Revolving Credit Borrowingany Subsidiary of the Borrower (or any of their respective divisions)), the Borrower shall notify (unless it shall have given notice to the Administrative Agent of such request by telephone not later than 12:00 to the contrary prior to 3:00 p.m., New York time, at least three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before prior to the date of a proposed Borrowing in such Disbursement) be deemed to have delivered to the case of Agent a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax pursuant to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, which the Borrower shall not be permitted have been deemed to irrevocably request that the Fronting Bank make a Eurodollar Borrowing LIBO Rate Loan with an a three month Interest Period in excess a principal amount equal to the aggregate amount of one month until the earlier Disbursements made on such date. The Borrower hereby acknowledges and agrees that each Borrowing Request deemed to be delivered hereunder, the making of (x) a Loan by the date Fronting Bank to reimburse the Administrative Agent Fronting Bank for Disbursements made under the Letters of Credit and the acceptance by the Borrower of the proceeds of the Borrowing shall have notified constitute a representation and warranty by the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which both immediately before and after giving effect to such Borrowing and the application of the proceeds thereof) the statements made in Section 6.2.1 are in each case true and correct. Proceeds of such Loans shall be a Business Day); (c) used to fund the number and location Reimbursement Obligations in respect of Letters of Credit under which one or more Disbursements were made on the date of the account Loan. In addition, to which funds are to be disbursed; (d) the extent that the amount available under the Loan Commitment is not sufficient to fund the entire aggregate amount of such Borrowing (stated in the Available Currency); and (e) whether Disbursements made on the date the Loans are being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such noticemade, then the Borrower shall have been deemed to request that Scotiabank, in its capacity as Swingline Bank under (and as defined in) the U.S. Credit Agreement, make a Swingline Advance (as such term is defined in the U.S. Credit Agreement) in an amount necessary to fund the remainder of such Disbursements (after giving effect to the Loans being made hereunder). Notwithstanding anything to the contrary contained herein, Scotiabank shall only be required to make such Swingline Advances if the Borrower has satisfied all of the conditions to making Swingline Advances under the U.S. Credit Agreement as in effect on the date of the making of such Swingline Advances and the Borrower hereby acknowledges and agrees that all the terms and conditions (including as to repayment, accrual of interest and otherwise) contained in the U.S. Credit Agreement shall be applicable to all Swingline Advances made pursuant to this Section. Each of the parties hereto acknowledge and agree that upon the satisfaction of the conditions precedent set forth in Section 6.1, the Existing Loans shall be deemed to have selected an Interest Period be Loans made by the Fronting Bank on the Effective Date under the terms of one month’s duration. The Administrative Agent this Agreement and shall promptly advise the applicable Lenders of any notice given thereafter accrue interest and fees pursuant to this Section 2.03 (and the contents thereof)terms hereof, and of each Lender shall participate in such Loans in an amount equal to such Lender’s portion 's Percentage of the requested Borrowingoutstanding principal amount of the Existing Loans.

Borrowing Procedure. In order to request a Term Loan Borrowing (c) In addition to the accounts and records referred to in Section 2.04(a) and (b), each or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts request by telephone not later than 12:00 p.m., New York time, (a) one Business Day before a or records and, in the case of the Administrative Agent, entries in the Register, evidencing the proposed Borrowing of Eurodollar Loans on the Initial Funding Date or the Delayed Draw Funding purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. Date and (b) three Business Days before a proposed Borrowing of Eurodollar Loans on any other In the event of any conflict between the accounts and records maintained by the Administrative date (or or, in each case, such shorter period as may be agreed by the Administrative Agent) and no Agent and the accounts and records of any Lender in respect of such matters, the Register shall later than 12:00 p.m., New York time, on the Business Day before the date of a proposed control in the absence of manifest error. Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the (d) The entries made in the Register maintained pursuant to Section 2.04(b) and (c) Administrative Agent of a written Borrowing Request and shall specify the following information: shall be prima facie evidence of the existence and amounts of the obligations therein recorded; (ai) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving provided, however, that the failure of any Lender or the Administrative Agent to maintain such Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans; (ii) the date of accounts or any error therein shall not in any manner affect the obligations of the applicable such Borrowing (which shall be a Business Day); (iii) the number and location of the account to Borrower to repay the Loans in accordance with their terms. which funds are to be disbursed; (iv) the amount of such Borrowing (stated in the Available Currency); and (v) whether the Loans being made pursuant to such Borrowings are to be initially (e) Any Lender may request that Loans made by it hereunder be evidenced by a maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with promissory note. In such event, the Borrowers shall execute and deliver to such Lender a respect thereto (provided that, the Borrower shall not be permitted to request a Eurodollar promissory note payable to such Lender and its registered assigns and in the form attached hereto Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the as Exhibit G. Notwithstanding any other provision of this Agreement, in the event any Lender Administrative Agent shall have notified the Borrower that the primary syndication of the Loans shall request and receive such a promissory note, the interests represented by such note shall at all has been completed (which notice shall be given as promptly as practicable) and (y) the date that times thereafter (including after any assignment of all or part of such interests pursuant to Section is 30 days after the Closing Date); provided, however, that the initial Interest Period of any 9.04) be represented by one or more promissory notes payable to the payee named therein or its Eurodollar Borrowing made on the Initial Funding Date or the Delayed Draw Funding Date shall commence on the Funding Date and registered assigns. end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.SECTION 2.05

Borrowing Procedure. In order to request a Term Loan Borrowing or a The Borrower shall give the Lender notice of each Revolving Credit Borrowing, Advance by means of an Advance Request Form containing the Borrower shall notify information required therein and delivered (by hand or by mechanically confirmed facsimile) to the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and Lender no later than 12:00 p.m.1:00 p.m. (Springdale, New York Arkansas time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax ) two days prior to the Administrative Agent of a written Borrowing Request and shall specify day on which the following information: (a) whether the Borrowing then being requested Revolving Credit Advance is desired to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower funded. There shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date)minimum amount for any advance hereunder; provided, however, each Advance Request Form shall state a dollar amount in One Hundred Thousand and No/100 Dollar ($100,000.00) increments, such as $500,000 or $800,000.00, for example. The Lender at its option may accept telephonic requests for such Revolving Credit Advances, provided that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date such acceptance shall commence on the Funding Date and end on not constitute a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location waiver of the account Lender's right to which funds are to be disbursed; (d) the amount require delivery of such Borrowing (stated an Advance Request Form in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period connection with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02subsequent Revolving Credit Advances. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then Any telephonic request for a Revolving Credit Advance by the Borrower shall be deemed promptly confirmed by submission of a properly completed Advance Request Form to the Lender, but failure to deliver an Advance Request Form shall not be a defense to payment of the Advance. The Lender shall have no liability to the Borrower for any loss or damage suffered by the Borrower as a result of the Lender's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have selected an Interest Period of one month’s duration. The Administrative Agent been sent to the Lender by the Borrower and the Lender shall promptly advise have no duty to verify the applicable Lenders origin of any notice given pursuant to this Section 2.03 (and such communication or the contents thereof), and of each Lender’s portion identity or authority of the Person sending it. Lender shall have one (1) day to review the Advance Request Form and make the requested BorrowingRevolving Credit Advance provided that Borrower has otherwise complied with and is not in default under the terms and conditions of this Loan Agreement. Each Revolving Credit Advance shall be made available to the Borrower by depositing the same, in immediately available funds, in an account of the Borrower designated by an agent or representative of Borrower (such agent or representative being Xxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, or Xxx Xxxxxx) maintained with the Lender at the Principal Office. Notwithstanding anything in this Agreement to the contrary, the Lender shall not be obligated to honor an Advance Request Form until the outstanding Revolving Credit Advances are less than the amount of the Commitment hereunder. 19.

Borrowing Procedure. In order to request effect a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify hand deliver or telecopy (or transmit by electronic communications pursuant to procedures approved by the Administrative Agent) to the Administrative Agent a Borrowing Request (a) in the case of such request by telephone a LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Working Days before a proposed Borrowing and (b) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, on the Business Day before the date day of a proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request Such notice shall be irrevocable, irrevocable and shall be confirmed promptly by hand deliveryin each case specify (A) whether the Borrowing is under the Tranche A Facility or the Tranche B Facility, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (aB) whether the Borrowing then being requested is to be a LIBOR Borrowing of Term Loansor an ABR Borrowing, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (bC) the date of such Borrowing (which shall be a Business Working Day); ) and the amount thereof and (cD) the number and location of the account to which funds are if such Borrowing is to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loansa LIBOR Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification . No Borrowing may be made under the Tranche B Facility if there is unused available Borrowing capacity under the Tranche A Facility. If no election as to the Interest Rate Type of a Borrowing is specified in any such Borrowing Request, each then the requested Borrowing shall comply with the requirements set forth in Section 2.02be an ABR Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Borrowing is specified in any such noticeBorrowing Request, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower shall not have given notice in accordance with this Section 2.5 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), 2.5 and of each such Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Term Borrowing (other than a Swingline Loan Borrowing or a Revolving Credit Borrowingdeemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall notify hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of such request by telephone an Alternative Rate Borrowing, not later than 12:00 p.m., noon (New York time, ) three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m.which Borrowing Request, New York time, on the Business Day before the date of a proposed Borrowing in the case of any proposed Alternative Rate Borrowings to be made on the Closing Date, (x) may be delivered not later than 12:00 noon (New York time) two Business Days before the Closing Date and (y) shall be accompanied by a Borrowing Funding Indemnity), and (b) in the case of an ABR LoansBorrowing, not later than 12:00 noon (New York time) one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, e-mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (ai) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Borrowing, provided that such Class is then available hereunder; (ii) the aggregate principal amount of Term Loanssuch Borrowing, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, that in no event shall the Borrower shall not be permitted to request a Eurodollar aggregate principal amount of such Borrowing with an Interest Period in excess of one month until the earlier of exceed (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and respective Commitment amounts set forth on Schedule 2.01 or, (y) in the date that is 30 days after case of any Revolving Borrowing on the Closing Date, the maximum amount therefor set forth in clause (iii) of the proviso to Section 2.01(b); provided(iii) the Currency in which -65- such Borrowing is to be made, howeverwhich shall be Dollars or Euro; provided that in no event shall the Borrower request that a Revolving Borrowing be denominated in Euros if, immediately following the making of such Borrowing, the aggregate principal amount of Revolving Loans denominated in Euros would exceed the Revolving Facility Euro Sublimit; (iv) whether such Borrowing is to be an Alternative Rate Borrowing or, if applicable, an ABR Borrowing (it being understood that no Borrowing denominated in Euros will be an ABR Borrowing), and, for each Alternative Rate Borrowing, the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory with respect to the Administrative Agent specified by the Borrower in such Borrowing RequestBorrowing; (bv) the date of such Borrowing (which shall be a Business Day); and (cvi) the number and location of the account to which funds are to be disbursed; disbursed (d) which shall be an account that complies with the amount requirements of such Borrowing (stated in the Available CurrencySection 2.02(c); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto); provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice and such Borrowing is a Revolving Loan (x) for a Borrowing in Dollars, then the requested Borrowing shall be an ABR Borrowing and (y) for a Borrowing in Euros, then the requested Borrowing shall be an Alternative Rate Borrowing (with an Interest Period of one month). If no Interest Period with respect to any Eurodollar Alternative Rate Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to in accordance with this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Term Borrowing (other than a Swingline Loan Borrowing or a Revolving Credit Borrowingdeemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall notify hand deliver or fax to the Administrative Agent a duly completed Borrowing Request (a) in the case of such request by telephone an Alternative Rate Borrowing, not later than 12:00 p.m., noon (New York time, ) three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m.which Borrowing Request, New York time, on the Business Day before the date of a proposed Borrowing in the case of any proposed Alternative Rate Borrowings to be made on the Closing Date, (x) may be delivered not later than 12:00 noon (New York time) two Business Days before the Closing Date and (y) shall be accompanied by a Borrowing Funding Indemnity), and (b) in the case of an ABR LoansBorrowing, not later than 12:00 noon (New York time) one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly signed by hand delivery, e-mail or fax to on behalf of the Administrative Agent of a written Borrowing Request Borrower and shall specify the following information: (ai) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Borrowing, provided that such Class is then available hereunder; (ii) the aggregate principal amount of Term Loanssuch Borrowing, provided that in no event shall the aggregate principal amount of such Borrowing exceed the respective Commitment amounts set forth on Schedule 2.01; (iii) the Currency in which such Borrowing is to be made, which shall be Dollars or Euro, or, in the case of a Revolving Credit LoansBorrowing only, Incremental Term Loans or Incremental another Alternative Currency; provided that in no event shall the Borrower request that a Revolving Credit Loans (provided thatBorrowing be denominated in an Alternative Currency if, immediately following the making of such Borrowing, the Borrower shall not aggregate principal amount of Revolving Loans denominated in Alternative Currencies would exceed the Revolving Facility Alternative Currency Sublimit; (iv) whether such Borrowing is to be permitted to request a Eurodollar an Alternative Rate Borrowing with or, if applicable, an Interest Period ABR Borrowing (it being understood that no Borrowing denominated in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall an Alternative Currency will be given as promptly as practicable) and (y) the date that is 30 days after the Closing Datean ABR Borrowing); provided, howeverand, that for each Alternative Rate Borrowing, the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory with respect to the Administrative Agent specified by the Borrower in such Borrowing RequestBorrowing; (bv) the date of such Borrowing (which shall be a Business Day); and (cvi) the number and location of the account to which funds are to be disbursed; disbursed (d) which shall be an account that complies with the amount requirements of such Borrowing (stated in the Available CurrencySection 2.02(c); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto); provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice and such Borrowing is a Revolving Loan (x) for a Borrowing in Dollars, then the requested Borrowing shall be an ABR Borrowing and (y) for a Borrowing in an Alternative Currency, then the requested Borrowing shall be an Alternative Rate Borrowing (with an Interest Period of one month). If no Interest Period with respect to any Eurodollar Alternative Rate Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Interest Periods for any Revolving Alternative Rate Borrowings from and after the Closing Date may be for such duration or such durations as the Administrative Agent and the Borrower may reasonably select in their sole discretion in order to confirm the effectivness of this Agreement. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to in accordance with this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

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

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, (a) one Business Day before a proposed Borrowing of Eurodollar Loans on the Funding Date and (b) three Business Days before a proposed Borrowing of Eurodollar Loans or SOFR Loans on any other date (or or, in each case, such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (ai) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans Loans; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xii) the date of such Borrowing (which shall be a Business Day); (iii) the Administrative Agent shall have notified the Borrower that the primary syndication number and location of the Loans has been completed account to which funds are to be disbursed; (which notice shall be given as promptly as practicableiv) the amount of such Borrowing (stated in the Available Currency); and (yv) whether the date that is 30 days after Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans, Eurodollar Loans or SOFR Loans and, if Eurodollar Loans or SOFR Loans, the Closing Date)Interest Period with respect thereto; provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing or SOFR Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing. Notwithstanding anything to the contrary set forth herein, no request for Borrowing of Eurodollar Loans may be made for a Borrowing Date occurring after June 30, 2023.

Borrowing Procedure. In order to request a Term Loan Borrowing By requesting in writing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m.(promptly confirmed in writing) on or before 11:00 a.m., New York timeChicago, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York Illinois time, on a Banking Day, in accordance with the Business Day before provisions of this SECTION 2.3 applicable to the date Type of Borrowing requested, the Company, through one of its Authorized Corporate Officials may, on behalf of the Company or any other Borrower, from time to time irrevocably request that a proposed Borrowing be made (a) in the case of Reference Rate Loans, in a minimum aggregate amount of $500,000 and an integral multiple of $500,000, or in the unused amount of the Commitments and (b) in the case of Fixed Rate Loans of any Type, in a minimum aggregate amount of $500,000 and an integral multiple of $500,000. On the terms and subject to the conditions of this Agreement, each Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocablecomprised of the same Type of Loans, and shall be confirmed promptly made on the same Banking Day. On or before 1:00 p.m. (Chicago time) on the Banking Day a requested Borrowing is to be made, each Lender shall deposit with the Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing and in the applicable currency. Such deposit will be made to an account which the Agent shall specify from time to time by hand delivery, e-mail or fax notice to the Administrative Lenders. To the extent funds are received from the Lenders, the Agent shall make such funds available to the applicable Borrower pursuant to SECTION 2.3.4. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. All telephonic or other oral requests for a Borrowing shall be promptly confirmed in writing by delivery to the Agent of a written Borrowing Request and shall specify the following information: therefor (aincluding delivery by facsimile transmission in accordance with SECTION 10.2) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with duly executed by an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication Authorized Corporate Officer of the Loans has been completed Company not later than five (which notice shall be given as promptly as practicable5) and (y) the date that is 30 days Banking Days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of any such Borrowing (which shall be oral request, PROVIDED, HOWEVER, that a Business Day); (c) the number and location Borrower's failure to comply with any of the account above requirements shall not in any manner affect the obligations of the applicable Borrower to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the repay any Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification Borrower in any Borrowing Request, each requested Borrowing shall comply accordance with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period terms of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (Agreement and the contents thereof), and of each Lender’s portion of the requested Borrowingits Notes.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the The Borrower shall notify request the Administrative Agent borrowing of such request a Loan by telephone not delivering to the Lender a written Borrowing Notice signed by the Borrower, which shall be delivered to the Lender by no later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans [information intentionally deleted] days (or such shorter period as may be agreed by the Administrative AgentLender) and no later than 12:00 p.m., New York time, on the Business Day before prior to the date of a proposed Borrowing in the case of a Borrowing of ABR Loansrequested borrowing. Each such telephonic Borrowing Request Notice shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify the following information: (ai) whether the Borrowing then being that a Loan is requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; Borrower, (bii) the date of such Borrowing the requested borrowing (which shall be a Business DayDay not less than [information intentionally deleted] days after delivery, or such shorter period as may be agreed by the Lender); , (ciii) the number and location aggregate principal amount of the account Loan to be borrowed, (iv) the specific purposes to which funds are the proceeds of such Loan shall be applied (as permitted by Section 2.5 below) by reference to specific account creditors, amounts to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); paid, account creditor payment remittance information and other applicable information, and (ev) whether the Loans being made pursuant to such Borrowings are to be initially maintained other information and certifications as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02the form of Borrowing Notice and as the Lender shall otherwise have reasonably requested. If no Interest Period with respect to any Eurodollar Each submittal of a Borrowing is specified in any such notice, then Notice by the Borrower to the Lender shall constitute a separate representation, warranty and covenant by the Borrower to use and apply the proceeds of the Loan solely as set forth in such Borrowing Notice. All amounts requested by the Borrower in a Borrowing Notice shall be deemed due and payable to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and account creditors specified therein within [information intentionally deleted] Business Days following the contents thereof), and of each Lender’s portion date of the requested Borrowingborrowing. The Lender, in its sole discretion, may advance the Loan to the Borrower either (x) by deposit of such Loan to the Borrower’s Account; (y) by direct payment to the account creditors (for the benefit of the Borrower) pursuant to the information provided in the applicable Borrowing Notice; or (z) a combination of (x) and (y). No Loan shall be advanced if a Default or Event of Default has occurred and is continuing (unless the Lender has waived the relevant Default or Event of Default for the purpose of advancing the Loan).

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 p.m.noon, New York City time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period time as may be agreed to by the Administrative Agent, and (b) and no in the case of an ABR Borrowing, not later than 12:00 5:00 p.m., New York City time, on the Business Day before prior to the date of a proposed Borrowing in or such shorter time as agreed to by the case of a Borrowing of ABR LoansAdministrative Agent. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (ai) whether the Borrowing then being requested is to be a Term Borrowing of Term Loans, Revolving Credit Loans, or an Incremental Term Loans or Incremental Revolving Credit Loans (provided thatBorrowing, the Borrower shall not and whether such Borrowing is to be permitted to request a Table of Contents Eurodollar Borrowing with or an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing RequestABR Borrowing; (bii) the date of such Borrowing (which shall be a Business Day); (ciii) the number and location of the account to which funds funds, if any, are to be disbursed; (div) the amount of such Borrowing (stated in the Available Currency)Borrowing; and (ev) whether the Loans being made pursuant to if such Borrowings are Borrowing is to be initially maintained as ABR Loans or a Eurodollar Loans and, if Eurodollar LoansBorrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and and, if applicable, of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order (a) Each Loan to request a Term Loan Borrowing or a Revolving Credit Borrowing, be made hereunder shall be in such minimum principal amount and subject to such advance written notice to Agent as shall be specified in the Borrower Schedule. Each such written notice of borrowing shall notify be in substantially the Administrative Agent form of EXHIBIT A (with appropriate completions). Each borrowing of Loans hereunder shall be made from the Lenders through advances of their respective Pro Rata Shares of such request Loan. Agent will promptly notify each Lender of Agent's receipt of any notice of borrowing and of the amount of such Lender's Pro Rata Share of such requested borrowing. Each Lender will make the amount of its Pro Rata Share of each such borrowing available to Agent for the account of Borrower or Additional Borrower, as applicable, in accordance with Agent's Payment Instructions by telephone not later than 12:00 p.m., 11:00 a.m. (New York City time, three Business Days before a ) on the proposed Borrowing Date, as notified by Agent, in funds immediately available to Agent. Upon fulfillment of Eurodollar the applicable conditions set forth in Section 3.1 and 3.2, and subject to the Funding Procedures and Policies, Agent shall make the proceeds of the Loans (available to Borrower or such shorter period Additional Borrower, as may be agreed by applicable, in accordance with Borrower's payment instructions. Without limiting the Administrative Agent) and no later than 12:00 p.m.generality of the foregoing, New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing any Loans made hereunder for the purpose of ABR Loans. Each such telephonic Borrowing Request shall be irrevocablepaying the purchase price of Cisco Products, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (ai) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified pay the Borrower that the primary syndication proceeds of the Loans has been completed directly to the applicable Vendor, and (which notice ii) if such Vendor is Cisco Systems, each such Loan shall be given deemed to be outstanding hereunder and under the Notes evidencing such Loans effective as promptly as practicable) and (y) of the date that is occurring 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the invoice date of the Cisco Products which are being financed by such Borrowing Loans (which or on such date thereafter as Cisco Systems shall be agree to in its sole discretion), and Lenders are hereby authorized to make such Loans at the request of CSCC (through Agent) without being required to receive a Business Day); (c) the number and location notice of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period borrowing with respect thereto; provided, howeverPROVIDED that if Borrower provides written notice to Agent within 25 days after the invoice date that payment or performance due Cisco Systems is not then due because one or more conditions of payment or performance has or have not been satisfied by Cisco Systems, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing then clause (ii) of this section shall comply with the requirements set forth in Section 2.02. If not apply and no Interest Period such Loans shall be made until Borrower provides a notice of borrowing with respect to such invoice. Borrower hereby authorizes and directs Agent to make direct payment to any Eurodollar Vendor and any other intended recipient, if any, of Loan proceeds. Notwithstanding anything in the Funding Procedures and Policies to the contrary, Agent shall, subject to the provisions of this Agreement, make Loan proceeds available to any Vendor or other recipient thereof on or not later than five Banking Days after the requested Borrowing is specified Date. Notwithstanding anything in this Agreement to the contrary, on any such noticedate after any amount of interest or fees becomes payable by Borrower to Agent or any Lender under this Agreement or any other Loan Document, then the Borrower shall be deemed to have selected an Interest Period submitted a notice of one month’s duration. The Administrative borrowing requesting Lenders to make Tranche X Loans to Borrower in the aggregate amount of such interest and/or fees, whereupon, provided no Default or Event of Default has occurred and is continuing, Lenders shall make such Tranche X Loans, subject to the terms and conditions set forth in this Agreement, the Schedule and the other Loan Documents, and Agent shall promptly advise retain the applicable Lenders proceeds of any notice given pursuant such Tranche X Loans and shall immediately apply such proceeds as payment by Borrower for such interest and/or fees. All borrowings of Loans shall be subject to this Section 2.03 (the Funding Procedures and the contents thereof), and of each Lender’s portion of the requested BorrowingPolicies unless CSCC shall no longer act as Agent hereunder.

Borrowing Procedure. In order (a) Each Loan shall be made upon prior written notice from the applicable Borrower to request the Applicable Agent in the form of Exhibit E (a Term Loan Borrowing or a Revolving Credit “Notice of Borrowing, ”) delivered to the Borrower shall notify the Administrative Applicable Agent of such request by telephone not later than 12:00 p.m.10:00 a.m., New York timeLocal Time, at least (x) three Business Days before a proposed prior to the requested Borrowing Date, if such Borrowing consists of Eurodollar Loans, CDOR Loans or Canadian Prime Loans; and (or such shorter period as may be agreed by the Administrative Agenty) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed requested Borrowing in the case of a Date, if such Borrowing consists of ABR Loans. Each such telephonic Notice of Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request irrevocable and shall specify (i) the following information: name of the applicable Borrower, (aii) whether the requested Borrowing then being requested is to be a Revolving Borrowing of or a Term LoansBorrowing, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xiii) the date the Administrative Agent shall have notified the Borrower that the primary syndication aggregate amount of the Loans has been completed requested Borrowing; (which notice shall be given as promptly as practicable) and (yiv) the date that is 30 days after the Closing requested Borrowing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (bv) the date Type of such Borrowing (which shall be a Business Day)requested; (cvi) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing or CDOR Borrowing, the Interest Period to be applicable thereto (which shall be a period contemplated by the definition of the term “Interest Period”) and the Expiration Date of such Interest Period (provided that there shall not be more than seven (7) Interest Periods in effect at any one time under this Agreement); and (vii) the demand deposit account of such Borrower maintained with the Applicable Agent in which the proceeds of the requested Borrowing are to be deposited. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing or a Canadian Prime Borrowing, as applicable. If no Interest Period is specified with respect to any requested Eurodollar Borrowing or CDOR Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Promptly upon its receipt of a Notice of Borrowing, the Applicable Agent shall promptly advise each Lender that will make a Loan as part of the applicable Lenders requested Borrowing of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender’s portion Loan to be made as part of the requested Borrowing. (b) The applicable Borrower may give the Applicable Agent telephonic notice by the required time of any proposed Borrowing under this Section 2.3; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Applicable Agent of a Notice of Borrowing. Neither the Applicable Agent nor any Lender shall incur any liability to the applicable Borrower in acting upon any telephonic notice referred to above which the Applicable Agent believes in good faith to have been given by such Borrower or for otherwise acting in good faith under this Section 2.3.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify provide the Administrative Agent Agent, via hand delivery, telecopy or telephone (promptly confirmed via telecopy), a duly completed Borrowing Request in the form of such request by telephone Exhibit A (a) in the case of a Eurodollar Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Days before a proposed Borrowing of Eurodollar Loans such Borrowing, and (or such shorter period as may be agreed by the Administrative Agentb) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of an ABR LoansBorrowing, not later than 11:00 a.m., New York City time, one Business Day before such Borrowing. Each such telephonic Borrowing Request Such notice shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall in each case specify the following information: (ai) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with or an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing RequestABR Borrowing; (bii) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency)thereof; and (eiii) whether the Loans being made pursuant to if such Borrowings are Borrowing is to be initially maintained as ABR Loans or a Eurodollar Loans and, if Eurodollar LoansBorrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification which shall not end after the Maturity Date. If no election as to the Type of Borrowing is specified in any Borrowing Requestsuch notice, each then the requested Borrowing shall comply with the requirements set forth in Section 2.02be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration's duration (subject to the limitations set forth in the definition of "Interest Period"). If the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. Notwithstanding any other provision of this Agreement to the contrary, no Borrowing shall be requested if the Interest Period with respect thereto would end after the Maturity Date. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Each Borrowing, each conversion of a Borrowing from one Type to the Borrower other, and each continuation of a SOFR Borrowing shall notify the be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, 11:00 a.m. (i) three (3) U.S. Government Securities Business Days before prior to the requested date of any Borrowing of, conversion to or continuation of a proposed SOFR Borrowing or of Eurodollar Loans any conversion of a SOFR Borrowing to a Base Rate Borrowing and (or such shorter period as may be agreed by the Administrative Agentii) and no later than 12:00 p.m., New York time, on the Business Day before the requested date of a proposed Borrowing in the case of a Borrowing of ABR Loansany Base Rate Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall notice by Borrower pursuant to this Section 2.1(b) must be confirmed promptly by hand delivery, e-mail or fax delivery to the Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Xxxxxxxx. Each Borrowing of, conversion to or continuation of a SOFR Borrowing shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Section 2.2(c) and Section 2.3(c), each Borrowing of or conversion to a Base Rate Borrowing shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof; provided that a Base Rate Borrowing may be in an amount equal to the Revolving Credit Availability. Each Borrowing Request and (whether telephonic or written) shall specify the following information: (ai) whether Borrower is requesting a Borrowing, a conversion of Borrowings from one Type to the Borrowing then being requested is to be other, or a Borrowing continuation of Term LoansBorrowings, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xii) the requested date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall Borrowing, conversion or continuation, as the case may be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); , (ciii) the number and location principal amount of Borrowings to be borrowed, converted or continued, (iv) the account Type of Borrowings to be borrowed or to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such existing Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans andconverted, (v) if Eurodollar Loansapplicable, the duration of the Interest Period with respect thereto; provided, howeverand (vi) the amount of the then effective Borrowing Base, thatthe amount of the then effective Aggregate Elected Commitment Amounts, notwithstanding any contrary specification the current total Revolving Credit Exposure of the Revolving Credit Lenders (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposure of the Revolving Credit Lenders (giving effect to the requested Borrowing). If Borrower fails to specify a Type of Borrowing in a Borrowing Request or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Borrowings shall be made as, or converted to, Base Rate Borrowings. Any such automatic conversion to Base Rate Borrowings shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Borrowings. If Borrower requests a Borrowing of, conversion to, or continuation of a SOFR Borrowing in any such Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no but fails to specify an Interest Period with respect to any Eurodollar Borrowing is specified in any such noticePeriod, then the Borrower shall it will be deemed to have selected specified an Interest Period of one (1) month’s duration. The Administrative Agent shall promptly advise For the applicable Lenders avoidance of any notice given pursuant to this Section 2.03 (and the contents thereof)doubt, and of each Lender’s portion as of the requested BorrowingClosing Date, the only Type of Borrowings available to Borrower are SOFR Borrowings and Base Rate Borrowings.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify give Lender notice of each Revolving Loan by means of a borrowing request in the Administrative Agent form of such request Exhibit A attached hereto (the “Borrowing Request”) containing the information required therein and delivered (by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (hand or such shorter period as may be agreed by the Administrative Agentmechanically confirmed facsimile) and to Lender no later than 12:00 p.m., New York 11:00 a.m. (Texas time, ) on the Business Day before day on which the date Revolving Loan is desired to be funded. Lender at its option may accept telephonic requests for such Revolving Loans, provided that such acceptance shall not constitute a waiver of a proposed Borrowing in the case Lender’s right to require delivery of a Borrowing of ABR Request in connection with subsequent Revolving Loans. Each such Any telephonic request for a Revolving Loan by Borrower shall be promptly confirmed by submission of a properly completed a Borrowing Request to Lender, but failure to deliver a Borrowing Request shall not be irrevocablea defense to payment of the Revolving Loan. Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Borrower and Lender shall have no duty to verify the origin of any such communication or the identity or authority of the Person sending it. Subject to the terms and conditions of this Agreement, each Revolving Loan shall be confirmed promptly made available to Borrower by hand deliverydepositing the same, e-mail or fax to in immediately available funds, in an account of Borrower designated by Borrower maintained with Lender at the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested BorrowingPrincipal Office.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 p.m.(noon), New York City time, three Business Days before a proposed Borrowing of Eurodollar Loans Borrowing, and (or such shorter period as may be agreed by the Administrative Agentb) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before a Borrowing of ABR Loansproposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (ai) whether the Borrowing then being requested is to be a Term Borrowing of Term Loans, Revolving Credit Loans, or an Incremental Term Loans Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or Incremental Revolving Credit Loans an ABR Borrowing (provided that, until the Administrative Agent shall have notified the Borrower that the primary syndication of the Term Loan Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Datemonth); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (bii) the date of such Borrowing (which shall be a Business Day); (ciii) the number and location of the account to which funds are to be disbursed; (div) the amount of such Borrowing (stated in the Available Currency)Borrowing; and (ev) whether the Loans being made pursuant to if such Borrowings are Borrowing is to be initially maintained as ABR Loans or a Eurodollar Loans and, if Eurodollar LoansBorrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02; provided, further, that the Borrowing Request in respect of the initial Term Loans may, if expressly so stated therein, be contingent upon the consummation of the Acquisition (provided that any such Borrowing Request that contains such contingency shall be permitted only in respect of an ABR Borrowing). If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order (a) Each Borrowing shall be made upon the Borrower’s irrevocable delivery of a Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower, on behalf of the Borrower, to request a Term Loan the (I) in the case of any Borrowing or a of Revolving Credit BorrowingLoans, the Borrower shall notify the Revolving Administrative Agent and (II) in the case of any Borrowing of Term Loans, Administrative Agent (provided that the notices in respect of (x) the Borrowing of the Initial Term Loans on the Closing Date may be conditioned on the closing of the Xxxx Acquisition, (y) any Borrowing of Revolving Credit Loans and/or Delayed Draw Term Loans may be conditioned on the closing of a related Permitted Acquisition and (z) the Borrowing of the Eleventh Amendment Incremental Term Loans may be conditioned on the closing of the Xxxxxxx Acquisition). Each such request notice must be received by telephone the Administrativeapplicable Agent not later than 12:00 p.m.(i) 1:00 p.m. (New York, New York time) five, three (53) Business Days before a proposed prior to the requested date of any Borrowing or continuation of Eurodollar Term SOFR Loans or any conversion of Base Rate Loans to SOFR Loans and (or such shorter period as may be agreed by the Administrative Agentii) and no later than 12:00 p.m.11:00 a.m., New York time, on the requested date of any Borrowing of Base Rate Loans or any conversion of SOFR Loans to Base Rate Loans; provided that the notices in respect of the Borrowing of the Initial Term Loans on the Closing Datenotice referred to in subclause (i) above may be delivered nonot later than 1:00 p.m., New York time, one (1) Business Day before prior to the date of a proposed Borrowing Closing Date or any Incremental Facility Closing Date, as applicable, in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Initial Term Loans or Incremental Revolving Credit Term Loans. Except as provided in Section 2.02 and Section 2.17, each Borrowing of Term SOFR Loans shall be in a minimum amount of $1,000,000 (provided thator, the Borrower shall not be permitted with respect to request Delayed Draw Term Loans, $2,000,000), or a Eurodollar Borrowing with an Interest Period whole multiple of $100,000 in excess thereof. Each Borrowing of(x) ABR Loans shall be in a minimum amount of one month until $100,000 (or, with respect to Delayed Draw Term Loans, $2,000,000) or a wholean aggregate principal amount that is (i) an integral multiple of $100,000 in excess thereofand not less than the earlier of Minimum Borrowing Amount or (xii) equal to the date the Administrative Agent shall have notified the Borrower that the primary syndication remaining available balance of the Loans has been completed (which notice shall be given as promptly as practicable) applicable Commitments and (y) the date SOFR Loans shall be in an aggregate principal amount that is 30 days after (i) an integral multiple of $100,000 and not less than the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Minimum Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory Amount or (ii) equal to the Administrative Agent specified by remaining available balance of the Borrower in such applicable Commitments. Each Borrowing Request; Request shall specify (bi) the Class of Commitment that are requested to be funded, (ii) the requested date of such the Borrowing (which shall be a Business Day); , (ciii) the number and location amount of Loans to be borrowed, (iv) the Type of Loans to be borrowed, (v) if applicable, the duration of the account Interest Period with respect thereto, and (vi) wire instructions of the account(s) to which funds are to be disbursed; (d) . If the amount Borrower fails to specify a Type of such Borrowing (stated Loan in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any a Borrowing Request, each requested Borrowing then the applicable Loans shall comply be made as a ABRSOFR Loan with the requirements set forth in Section 2.02a one-month Interest Period. If no the Borrower fails to specify an Interest Period with respect to any Eurodollar Borrowing is specified in any such noticea Term SOFR Loan, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify give Lender notice of each Borrowing by means of a Borrowing Request Form containing the Administrative Agent of such request information required therein and delivered (by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (hand or such shorter period as may be agreed by the Administrative Agentmechanically confirmed facsimile) and to Lender no later than 12:00 p.m.1:00 p.m. (Dallas, New York Texas time, ) on the Business Day before day on which the date Borrowing is desired to be funded. Lender at its option may accept telephonic requests for such Borrowings, provided that such acceptance shall not constitute a waiver of a proposed Borrowing in the case Lender’s right to require delivery of a Borrowing Request Form in connection with subsequent Borrowings. Any telephonic request for a Borrowing by Borrower shall be promptly confirmed by submission of ABR Loans. Each such telephonic a properly completed Borrowing Request shall be irrevocableForm to Lender, and shall be confirmed promptly by hand delivery, e-mail or fax but failure to the Administrative Agent of deliver a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower Form shall not be permitted a defense to request a Eurodollar Borrowing with an Interest Period in excess payment of one month until the earlier of (x) the date the Administrative Agent Borrowing. Lender shall have notified no liability to Borrower for any loss or damage suffered by Borrower as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Borrower and Lender shall have no duty to verify the origin of any such communication or the identity or 18 Credit and Security Agreement authority of the Person sending it. Subject to the terms and conditions of this Agreement, each Borrowing shall be made available to Borrower by depositing the same, in immediately available funds, in an account of Borrower designated by Borrower maintained with Lender at the Principal Office. If, after giving effect to a requested Borrowing, there is a Borrowing Base Deficiency, or if the Lender determines (either then or on any later day in the course of reviewing the same) that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that Borrowing Request Form submitted to it is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans incomplete or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification incorrect in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such noticematerial respect, then the Lender shall withhold the entire Borrowing until Borrower shall be deemed have demonstrated to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowingreasonable satisfaction that such Borrowing Request Form is in fact not (or is no longer) incomplete or incorrect in any material respect.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the The Borrower shall notify give the Administrative Agent notice by means of such request by telephone not later than 12:00 p.m., New York time, a Loan Request Form of each requested Loan at least one Business Day before the requested date of each Base Rate Loan and at least three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the requested date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocableeach Eurodollar Loan, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following informationspecifying: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing Loan (which shall be a Business Day); , (c) the number and location of the account to which funds are to be disbursed; (db) the amount of such Borrowing Loan, (stated c) the Type of the Loan, and (d) in the Available Currency); and (e) whether case of a Eurodollar Loan, the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, duration of the Interest Period for such Loan. The Administrative Agent at its option may accept telephonic requests for Loans, provided that such acceptance shall not constitute a waiver of the Administrative Agent's right to delivery of a Loan Request Form in connection with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02subsequent Loans. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then Any telephonic request for a Loan by the Borrower shall be deemed promptly confirmed by submission of a properly completed Loan Request Form to have selected an the Agent. Each Loan shall be in a minimum principal amount of the lesser of (i) the unused amount of the Commitment or (ii) $500,000 and in integral multiples of $100,000. The aggregate principal amount of Eurodollar Loans having the same Interest Period of one month’s durationshall be at least equal to $500,000. The Administrative Agent shall promptly advise notify each Bank of the applicable Lenders contents of any notice given pursuant each such notice. Not later than 12:00 Noon, New York, New York time on the date specified for each Loan hereunder, each Bank will make available to the Administrative Agent at the Principal Office in immediately available funds, for the account of the Borrower, its pro rata share of each Loan. After the Administrative Agent's receipt of such funds and subject to the other terms and conditions of this Agreement, the Administrative Agent will make each Loan available to the Borrower by either depositing the same, in immediately available funds, in an account of the Borrower (designated by the Borrower) maintained with the Administrative Agent at the Principal Office or wiring the funds to an account as designated by the Borrower in writing. All notices under this Section 2.03 (shall be irrevocable and shall be given not later than 12:00 Noon, New York, New York, time on the contents thereof), and day which is not less than the number of each Lender’s portion of the requested BorrowingBusiness Days specified above for such notice.

Borrowing Procedure. In order to The Company will request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request loan hereunder by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing written notice in the case form of a Borrowing of ABR Loans. Each such Exhibit 2.2 annexed hereto, or by telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed notice (which notice shall be given as promptly as practicableconfirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 12:00 noon, Milwaukee time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not later than 10:30 a.m. (Milwaukee time) and (y) on the date that is 30 days after three Business Days before the Closing proposed Borrowing Date); provided, however, that . In the initial Interest Period event of any Eurodollar Borrowing made on inconsistency between the Funding Date shall commence on telephonic notice and the Funding Date and end on a date reasonably satisfactory to written confirmation thereof, the Administrative Agent specified telephonic notice will control. Each such request will be effective upon receipt by the Borrower in such Borrowing Request; Agent and will specify (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (di) the amount of the requested loan; (ii) the proposed Borrowing Date; (iii) whether such Borrowing (stated in loan will bear interest at the Available Currency)Variable Rate or at the Adjusted LIBOR Rate; and (eiv) whether in the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loanscase of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall give notice of such borrowing request to the other Banks not later than 1:30 p.m. (Milwaukee time) on the Borrowing Date. Each Bank shall have its respective portion of the loans available to the Agent in Milwaukee in immediately available funds not later than 3:30 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the loans hereunder, the Agent will make a loan to the Company in such amount on behalf of such Bank. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with respect thereto; providedinstructions received from it, however, that, notwithstanding any contrary specification together with copies of such other documents received in any Borrowing Request, each requested Borrowing shall comply connection with the requirements set forth borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in Section 2.02writing, by a Bank not later than 3:30 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of the requested loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If no Interest Period with respect and to any Eurodollar Borrowing is specified in any the extent that such Bank, without giving such notice, then shall not have so made such amount available to the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (Agent, such Bank and the contents thereof)Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the Variable Rate, and (ii) in the case of such Bank, the Federal Funds Rate for each Lender’s portion of the requested Borrowing.first three days (or fraction

Borrowing Procedure. In order The Borrowing of Loans on the Closing Date, each conversion of a Borrowing from one Type to request the other, and each continuation of a Term Loan SOFR Borrowing or a Revolving Credit Borrowingshall be made upon Borrower’s irrevocable notice to Administrative Agent, the Borrower shall notify the which may be given by telephone. Each such notice must be received by Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agenti) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing Floating Rate Borrowing, 11:00 a.m. on the requested date of ABR Loansany such Borrowing, or (ii) in the case of a Term SOFR Borrowing, 11:00 a.m. three (3) Business Days prior to the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall notice by Borrower pursuant to this Section 2.1(b) must be confirmed promptly by hand delivery, e-mail or fax delivery to the Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Boxxxxxx. Each conversion to or continuation of a Term SOFR Borrowing shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Each conversion to a Floating Rate Borrowing shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing Request and (whether telephonic or written) shall specify the following information: (ai) whether Borrower is requesting a Borrowing, a conversion of Borrowings from one Type to the Borrowing then being requested is to be other, or a Borrowing continuation of Term LoansBorrowings, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xii) the requested date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall Borrowing, conversion or continuation, as the case may be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); , (ciii) the number and location principal amount of Borrowings to be borrowed, converted or continued, (iv) the account Type of Borrowings to be borrowed or to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such existing Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans andconverted, and (v) if Eurodollar Loansapplicable, the duration of the Interest Period with respect thereto; provided. If Borrower fails to specify a Type of Borrowing in a Borrowing Request or if Borrower fails to give a timely notice requesting a conversion or continuation, howeverthen the applicable Borrowings shall be made as, thator converted to, notwithstanding any contrary specification Base Rate Borrowings. Any such automatic conversion to Base Rate Borrowings shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Borrowings. If Borrower requests a Borrowing of, conversion to, or continuation of a Term SOFR Borrowing in any such Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no but fails to specify an Interest Period with respect to any Eurodollar Borrowing is specified in any such noticePeriod, then the Borrower shall it will be deemed to have selected specified an Interest Period of one (1) month’s duration. The In addition to the foregoing, in connection with each Borrowing, the Borrower shall have delivered to the Administrative Agent shall promptly advise by no later than 11:00 a.m. on the applicable Lenders requested date of any notice given pursuant to this Section 2.03 (and the contents thereof)such Borrowing, and of each Lender’s portion a Borrowing Base Certificate prepared as of the close of business on the Business Day immediately preceding such requested Borrowingdate.

Borrowing Procedure. In order Except with respect to request a Term Loan Borrowing or a the credit sweep provisions of the Revolving Credit BorrowingNote and requests for Advances made through the Lender’s internet request system, the Borrower shall notify give the Administrative Agent Lender notice of such request each Revolving Credit Advance by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing means of Eurodollar Loans an Advance Request Form containing the information required therein and delivered (by hand or such shorter period as may be agreed by mechanically confirmed facsimile) to the Administrative Agent) and Lender no later than 12:00 p.m., New York 1:00 p.m. (Texas time) (i) for Prime Rate Loans, on the Business Day before prior to the day on which the Revolving Credit Advance is desired to be funded, specifying the requested date of the Revolving Credit Advance, in a proposed Borrowing in the case minimum amount of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable$100,000 plus integral multiples thereof, and shall be confirmed promptly by hand delivery(ii) for LIBOR Loans, e-mail or fax three Business Days prior to the Administrative Agent of a written Borrowing Request and shall specify day on which the following information: (a) whether the Borrowing then being requested Revolving Credit Advance is desired to be a Borrowing funded, specifying the requested date of Term Loans, the Revolving Credit LoansAdvance, Incremental Term Loans or Incremental in a minimum amount of $250,000 plus integral multiples thereof. The Lender at its option may accept telephonic requests for such Revolving Credit Loans (Advances, provided that, the Borrower that such acceptance shall not be permitted to request constitute a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication waiver of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period Lender’s right to require delivery of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on an Advance Request Form in connection with subsequent Revolving Credit Advances. Any telephonic request for a date reasonably satisfactory to the Administrative Agent specified Revolving Credit Advance by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed promptly confirmed by submission of a properly completed Advance Request Form to the Lender, but failure to deliver an Advance Request Form shall not be a defense to payment of the Revolving Credit Advance. The Lender shall have no liability to the Borrower for any loss or damage suffered by the Borrower as a result of the Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have selected an Interest Period of one month’s duration. The Administrative Agent been sent to the Lender by the Borrower and the Lender shall promptly advise have no duty to verify the applicable Lenders origin of any notice given pursuant to this Section 2.03 (and such communication or the contents thereof), and of each Lender’s portion identity or authority of the requested BorrowingPerson sending it. Subject to the terms and conditions of this Agreement, each Revolving Credit Advance shall be made available to the Borrower by depositing the same, in immediately available funds, in an account of the Borrower designated by the Borrower maintained with the Lender at the Principal Office.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Standby Borrowing, the a Borrower shall notify hand deliver or telecopy to the Administrative Agent a duly completed Standby Borrowing Request in the form of such request by telephone Exhibit A-5 (a) in the case of a Eurodollar Borrowing, not later than 12:00 p.m.10:00 a.m., New York Houston time, three Business Days before a proposed Borrowing such Borrowing, and (b) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.10:00 a.m., New York Houston time, on the Business Day before the date day of a proposed Borrowing in the case of a Borrowing of ABR Loanssuch Borrowing. Each such telephonic Borrowing Request No Fixed Rate Loan shall be irrevocable, requested or made pursuant to a Standby Borrowing Request. Such notice shall be irrevocable and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall in each case specify the following information: (ai) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with or an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing RequestABR Borrowing; (bii) the date of such Standby Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency)thereof; and (eiii) whether the Loans being made pursuant to if such Borrowings are Borrowing is to be initially maintained as ABR Loans or a Eurodollar Loans and, if Eurodollar LoansBorrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification which shall not end after the Maturity Date. If no election as to the Type of Borrowing is specified in any Borrowing Requestsuch notice, each then the requested Borrowing shall comply with the requirements set forth in Section 2.02be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s 's duration. If a Borrower shall not have given notice in accordance with this Section 2.04 of its election to refinance a Standby Borrowing prior to the end of the Interest Period in effect for such Borrowing, then such Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. Notwithstanding any other provision of this Agreement to the contrary, no Borrowing shall be requested if the Interest Period with respect thereto would end after the Maturity Date. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), 2.04 and of each Lender’s 's portion of the requested Borrowing.

Borrowing Procedure. In order to The Company will request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request hereunder by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing written notice in the case form of a Borrowing of ABR Loans. Each such Exhibit 2.2 annexed hereto, or by telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed notice (which notice shall be given as promptly as practicableconfirmed in writing if the Agent so requests), which notices will be irrevocable, to the Agent not later than 12:00 noon, Milwaukee time, on the proposed Borrowing Date, or, in the case of an Adjusted LIBOR Rate Loan, not later than 10:30 a.m. (Milwaukee time) and (y) on the date that is 30 days after three Business Days before the Closing proposed Borrowing Date); provided, however, that . In the initial Interest Period event of any Eurodollar Borrowing made on inconsistency between the Funding Date shall commence on telephonic notice and the Funding Date and end on a date reasonably satisfactory to written confirmation thereof, the Administrative Agent specified telephonic notice will control. Each such request will be effective upon receipt by the Borrower in such Borrowing Request; Agent and will specify (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (di) the amount and type of the requested Loan; (ii) the proposed Borrowing Date; (iii) whether such Borrowing (stated in Loan will bear interest at the Available Currency)Variable Rate or at the Adjusted LIBOR Rate; and (eiv) whether in the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loanscase of an Adjusted LIBOR Rate Loan, the Interest Period therefor. Upon its receipt of such notice from the Company, the Agent shall give notice of such borrowing request to the other Banks not later than 1:30 p.m. (Milwaukee time) on the Borrowing Date. Each Bank shall have its respective portion of the Loans available to the Agent in Milwaukee in immediately available funds not later than 3:30 p.m., Milwaukee time, on the Borrowing Date. Out of the funds received from each Bank for the making of the Loans hereunder, the Agent will make a Loan to the Company in such amount on behalf of such Bank. Notes and other required documents delivered to the Agent for the account of each Bank shall be promptly delivered to such Bank, or in accordance with respect thereto; providedinstructions received from it, however, that, notwithstanding any contrary specification together with copies of such other documents received in any Borrowing Request, each requested Borrowing shall comply connection with the requirements set forth borrowing as such Bank shall request. Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in Section 2.02writing, by a Bank not later than 3:30 p.m., Milwaukee time, on a Borrowing Date that such Bank will not make available to the Agent such Bank's pro rata share of the requested Loan, the Agent may assume that such Bank has made such amount available to the Agent and, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If no Interest Period with respect and to any Eurodollar Borrowing is specified in any the extent that such Bank, without giving such notice, then shall not have so made such amount available to the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (Agent, such Bank and the contents thereof)Company severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Company to the date such amount is repaid to the Agent, at (i) in the case of the Company, the Variable Rate, and (ii) in the case of such Bank, the Federal Funds Rate for each Lender’s portion of the requested Borrowingfirst three days (or fraction thereof) after the date of demand and the Variable Rate for each day (or fraction thereof) thereafter.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the give Administrative Agent notice of such request each Borrowing by telephone not later than 12:00 p.m., New York time, three Business Days before means of a proposed Borrowing of Eurodollar Loans Request Form containing the information required therein and delivered (by hand or such shorter period as may be agreed by the mechanically confirmed facsimile) to Administrative Agent) and Agent no later than 12:00 p.m.5:00 p.m. (New York, New York NY time, ) on the Business Day before day prior to which the date Borrowing is desired to be funded. Each Borrowing shall be in an amount no less than $[***] up to the Maximum Facility 16 Credit and Security Agreement / Amount less outstanding Borrowings. Administrative Agent at its option may accept telephonic requests for such Borrowings, provided that such acceptance shall not constitute a waiver of a proposed Borrowing in the case Administrative Agent’s right to require delivery of a Borrowing Request Form in connection with subsequent Borrowings. Any telephonic request for a Borrowing by Borrower shall be promptly confirmed by submission of ABR Loans. Each such telephonic a properly completed Borrowing Request shall be irrevocableForm to Administrative Agents, and shall be confirmed promptly by hand delivery, e-mail or fax but failure to the Administrative Agent of deliver a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower Form shall not be permitted a defense to request payment of the Borrowing. No Lender shall have liability to Borrower for any loss or damage suffered by Xxxxxxxx as a Eurodollar Borrowing with an Interest Period in excess result of one month until the earlier Xxxxxxx’ honoring of (x) the date the any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Administrative Agent by Xxxxxxxx and Lenders shall have notified no duty to verify the origin of any such communication or the identity or authority of the Person sending it. Subject to the terms and conditions of this Agreement, each Borrowing shall be made available to Borrower by depositing the same, in immediately available funds, in an account of Borrower designated by Xxxxxxxx maintained with Administrative Agent at the Principal Office. If, after giving effect to a requested Borrowing, there is a Borrowing Base Deficiency, or if Administrative Agent determines (either then or on any later day in the course of reviewing the same) that the primary syndication of Borrowing Request Form submitted to it is incomplete or incorrect in any material respect, then Lenders shall withhold the Loans has been completed (which notice entire Borrowing until Borrower shall be given as promptly as practicable) and (y) the date have demonstrated to Administrative Agent’s reasonable satisfaction that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; Request Form is in fact not (bor is no longer) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans incomplete or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification incorrect in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowingmaterial respect.

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

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify give Lender notice of each Borrowing by means of a Borrowing Request Form containing the Administrative Agent of such request information required therein and delivered (by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (hand or such shorter period as may be agreed electronically by the Administrative Agentemail) and to Lender no later than 12:00 p.m.5:00 p.m. (Dallas, New York Texas time, ) on the Business Day before prior to the date Business Day on which the Borrowing is desired to be funded. Any notice of Borrowing received after 5:00 p.m. (Dallas, Texas time) shall be processed by Lender on a proposed Borrowing in commercially reasonable efforts basis on the case immediately following Business Day but no later than the second Business Day following the Business Day on which it was received. Lender at its option may accept telephonic requests for such Borrowings, provided that such acceptance shall not constitute a waiver of Lender’s right to require delivery of a Borrowing Request Form in connection with subsequent Borrowings. Any telephonic request for a Borrowing by Borrower shall be promptly confirmed by submission of ABR Loans. Each such telephonic a properly completed Borrowing Request shall be irrevocableForm to Lender, and shall be confirmed promptly by hand delivery, e-mail or fax but failure to the Administrative Agent of deliver a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower Form shall not be permitted a defense to request payment of the Borrowing. Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a Eurodollar result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically by email and purporting to have been sent to Lender by Borrower and Lender shall have no duty to verify the origin of any such communication or the identity or authority of the Person sending it. Subject to the terms and conditions of this Agreement, each Borrowing shall be made available to Borrower by depositing the same, in immediately available funds, in an account of Borrower designated by Borrower maintained with an Interest Period Lender. If, after giving effect to a requested Borrowing, the Lender determines (either then or on any later day in excess the course of one month until reviewing the earlier of same) that (xi) the date Borrowing Request Form submitted to it is incomplete or incorrect in any material respect, then the Administrative Agent Lender shall use commercially reasonable efforts to promptly inform Borrower of such incomplete or incorrect Borrowing Request Form and withhold the entire Borrowing until Borrower shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory demonstrated to the Administrative Agent specified by the Borrower in Lender’s reasonable satisfaction that such Borrowing Request; Request Form is in fact not (bor is no longer) the date of such Borrowing incomplete or incorrect in any material respect or (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (dii) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with exceeds the requirements set forth in Section 2.02. If no Interest Period with respect amount available to any Eurodollar Borrowing is specified in any such noticeBorrower under the terms and conditions of this Agreement, then the Lender shall use commercially reasonable efforts to promptly inform Borrower thereof and shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s withhold that portion of the requested BorrowingBorrowing that exceeds the amount available to Borrower under the terms and conditions of this Agreement.

Borrowing Procedure. In order (a) Each Loan to request a Term Loan Borrowing or a Revolving Credit Borrowing, be made hereunder shall be in such minimum principal amount and subject to such advance written notice to Agent as shall be specified in the Borrower Schedule. Each such written notice of borrowing shall notify be in substantially the Administrative Agent form of EXHIBIT A (with appropriate completions). Each borrowing of Loans hereunder shall be made from the Lenders through advances of their respective Pro Rata Shares of such request Loan. Agent will promptly notify each Lender of Agent's receipt of any notice of borrowing and of the amount of such Lender's Pro Rata Share of such requested borrowing. Each Lender will make the amount of its Pro Rata Share of each such borrowing available to Agent for the account of Borrower or Additional Borrower, as applicable, in accordance with Agent's Payment Instructions by telephone not later than 12:00 p.m., 11:00 a.m. (New York City time, three Business Days before a ) on the proposed Borrowing Date, as notified by Agent, in funds immediately available to Agent. Upon fulfillment of Eurodollar the applicable conditions set forth in Section 3.1 and 3.2, and subject to the Funding Procedures and Policies, Agent shall make the proceeds of the Loans (available to Borrower or such shorter period Additional Borrower, as may be agreed by applicable, in accordance with Borrower's payment instructions. Without limiting the Administrative Agent) and no later than 12:00 p.m.generality of the foregoing, New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing any Loans made hereunder for the purpose of ABR Loans. Each such telephonic Borrowing Request shall be irrevocablepaying the purchase price of Cisco Products, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (ai) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified pay the Borrower that the primary syndication proceeds of the Loans has been completed directly to the applicable Vendor, and (which notice ii) if such Vendor is Cisco Systems, each such Loan shall be given deemed to be outstanding hereunder and under the Notes evidencing such Loans effective as promptly as practicable) and (y) of the date that is occurring 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the invoice date of the Cisco Products which are being financed by such Borrowing Loans (which or on such date thereafter as Cisco Systems shall be agree to in its sole discretion), and Lenders are hereby authorized to make such Loans at the request of CSCC (through Agent) without being required to receive a Business Day); (c) the number and location notice of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period borrowing with respect thereto; provided, howeverPROVIDED that if Borrower provides written notice to Agent within 25 days after the invoice date that payment or performance due Cisco Systems is not then due because one or more conditions of payment or performance has or have not been satisfied by Cisco Systems, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing then clause (ii) of this section shall comply with the requirements set forth in Section 2.02. If not apply and no Interest Period such Loans shall be made until Borrower provides a notice of borrowing with respect to such invoice. Borrower hereby authorizes and directs Agent to make direct payment to any Eurodollar Vendor and any other intended recipient, if any, of Loan proceeds. Notwithstanding anything in the Funding Procedures and Policies to the contrary, Agent shall, subject to the provisions of this Agreement, make Loan proceeds available to any Vendor or other recipient thereof on or not later than five Banking Days after the requested Borrowing is specified Date. Notwithstanding anything in this Agreement to the contrary, on any such noticedate after any amount of interest or fees becomes payable by Borrower to Agent or any Lender under this Agreement or any other Loan Document, then the Borrower shall be deemed to have selected an Interest Period submitted a notice of one month’s duration. The Administrative borrowing requesting Lenders to make Tranche X Loans to Borrower in the aggregate amount of such interest and/or fees, whereupon, provided no Default or Event of Default has occurred and is continuing, Lenders shall make such Tranche X Loans, subject to the terms and conditions set forth in this Agreement, the Schedule and the other Loan Documents, and Agent shall promptly advise retain the applicable Lenders proceeds of any notice given pursuant such Tranche X Loans and shall immediately apply such [*] Indicates confidential treatment requested. proceeds as payment by Borrower for such interest and/or fees. All borrowings of Loans shall be subject to this Section 2.03 (the Funding Procedures and the contents thereof), and of each Lender’s portion of the requested BorrowingPolicies unless CSCC shall no longer act as Agent hereunder.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, (a) one Business Day before a proposed Borrowing of Eurodollar Loans on the Funding Date and (b) three Business Days before a proposed Borrowing of Eurodollar Loans or SOFR Loans on any other date (or or, in each case, such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (ai) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans Loans; (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xii) the date of such Borrowing (which shall be a Business Day); (iii) the Administrative Agent shall have notified the Borrower that the primary syndication number and location of the Loans has been completed account to which funds are to be disbursed; (which notice shall be given as promptly as practicableiv) the amount of such Borrowing (stated in the Available Currency); and (yv) whether the date that is 30 days after Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or, Eurodollar Loans or SOFR Loans and, if Eurodollar Loans or SOFR Loans, the Closing Date)Interest Period with respect thereto; provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing or SOFR Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing. Notwithstanding anything to the contrary set forth herein, no request for Borrowing of Eurodollar Loans may be made for a Borrowing Date occurring after June 30, 2023.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the The Borrower shall notify give the Administrative Agent notice of such request by telephone not each borrowing hereunder in accordance with Section 2.9. Not later than 12:00 p.m.1:00 p.m. (New York, New York time) on the date specified for each borrowing hereunder, three Business Days before a proposed Borrowing each Lender will make available the amount of Eurodollar Loans (or the Loan to be made by it on such shorter period as may be agreed date to the Administrative Agent, at the Principal Office, in immediately available funds, for the account of the Borrower. The amount of each borrowing hereunder so received by the Administrative Agent) Agent shall, subject to the terms and conditions of this Agreement, be made available, for and on behalf of the Borrower, in immediately available funds by no later than 12:00 p.m.1:00 p.m. (New York, New York time, on the Business Day before the date of a proposed Borrowing in the case of a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period Administrative Agent may, in its discretion, cause such amounts to be made available directly to or for the benefit of any Eurodollar Borrowing made on the Funding Date shall commence on Person who is to receive the Funding Date proceeds of such Loan in accordance with Section 2.10 (e.g. the Vendor) if and end on a date reasonably satisfactory to the Administrative Agent specified extent that proceeds of such borrowing are used to pay for Nortel Networks Goods and Services. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that Nortel Networks is a Lender under this Agreement, the Borrower further hereby irrevocably agrees that each Loan to be advanced by Nortel Networks to the Borrower in such accordance with this Agreement (and only in accordance with this Agreement and after the Administrative Agent's receipt of a Notice of Borrowing Request; executed by the Borrower) may (b) in the date discretion of Nortel Networks and if and to the extent that the proceeds of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds Loan are to be disbursed; (dpaid to Nortel Networks) be effectively disbursed on the date set forth in the Notice of Borrowing for such disbursement to the Borrower by virtue of a credit in the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant Loan given to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise under the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested BorrowingMaster Purchase Agreement.

Borrowing Procedure. In order (a) Upon any Disbursements being made in respect of one or more Letters of Credit (whether such Letters of Credit were issued to request a Term Loan Borrowing or a Revolving Credit Borrowingsupport the obligations of the Foreign Borrower, the U.S. Borrower shall notify or any Subsidiary of the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans U.S. Borrower (or such shorter period as may be agreed by any of their respective divisions)), the Administrative Agent) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing U.S. Borrower (in the case of a Borrowing Letter of ABR Loans. Each such telephonic Borrowing Request Credit issued for the account of other than the Foreign Borrower) and the Foreign Borrower (in the case of a Letter of Credit issued for its account) shall be irrevocable, and (unless it shall be confirmed promptly by hand delivery, e-mail or fax have given notice to the Administrative Agent of a written Borrowing Request and shall specify to the following information: (a) whether the Borrowing then being requested is contrary prior to be a Borrowing of Term Loans3:00 p.m., Revolving Credit LoansApplicable Time, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted at least three Business Days prior to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall of such Disbursement) be deemed to have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory delivered to the Administrative Agent specified a Borrowing Request pursuant to which such Borrower shall have been deemed to irrevocably request that the Fronting Bank make a LIBO Rate Loan to such Borrower with a four month Interest Period in a principal amount equal to the aggregate amount of the Disbursements made on such date. Each Borrower hereby acknowledges and agrees that each Borrowing Request deemed to be delivered hereunder, the making of a Loan by the Fronting Bank to reimburse the Fronting Bank for Disbursements made under the Letters of Credit and the acceptance by either Borrower in such of the proceeds of the Borrowing Request; (b) shall constitute a representation and warranty by the Borrowers that on the date of such Borrowing (which both immediately before and after giving effect to such Borrowing and the application of the proceeds thereof) the statements made in Section 6.2.1 are in each case true and correct. Proceeds of such Loans shall be a Business Day); (c) used to fund the number and location Reimbursement Obligations in respect of Letters of Credit under which one or more Disbursements were made on the date of the account to which funds are to be disbursed; (d) Loan. Each of the amount parties hereto acknowledge and agree that upon the satisfaction of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements conditions precedent set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice6.1, then the Borrower Existing Loans shall be deemed to have selected an Interest Period be Loans made by the Fronting Bank on the Effective Date under the terms of one month’s duration. The Administrative Agent this Agreement and shall promptly advise the applicable Lenders of any notice given thereafter accrue interest and fees pursuant to this Section 2.03 (and the contents thereof)terms hereof, and of each Lender shall continue to participate in such Loans in an amount equal to such Lender’s portion 's Percentage of the requested Borrowingoutstanding principal amount of the Existing Loans.

Borrowing Procedure. In order to request effect a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify hand deliver or telecopy (or transmit by electronic communications pursuant to procedures approved by the Administrative Agent) to the Administrative Agent a Borrowing Request (a) in the case of such request by telephone a LIBOR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, three Business Working Days before a proposed Borrowing and (b) in the case of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no an ABR Borrowing, not later than 12:00 p.m.11:00 a.m., New York City time, on the Business Day before the date day of a proposed Borrowing in the case of a Borrowing of ABR LoansBorrowing. Each such telephonic Borrowing Request Such notice shall be irrevocable, irrevocable and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall in each case specify the following information: (aA) whether the Borrowing then being requested is to be a LIBOR Borrowing of Term Loansor an ABR Borrowing, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (bB) the date of such Borrowing (which shall be a Business Working Day); ) and the amount thereof and (cC) the number and location of the account to which funds are if such Borrowing is to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loansa LIBOR Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification . If no election as to the Interest Rate Type of a Borrowing is specified in any such Borrowing Request, each then the requested Borrowing shall comply with the requirements set forth in Section 2.02be an ABR Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Borrowing is specified in any such noticeBorrowing Request, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower shall not have given notice in accordance with this Section 2.5 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), 2.5 and of each such Lender’s portion of the requested Borrowing.

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

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

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower Borrowers shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 p.m.(noon), New York City time, three Business Days before a proposed Borrowing of Eurodollar Loans Borrowing, and (or such shorter period as may be agreed by the Administrative Agentb) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, one Business Day before a Borrowing of ABR Loansproposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (ai) whether the such Borrowing then being requested is to be a Eurodollar Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans an ABR Borrowing (provided that, until the Borrower Administrative Agent shall have notified the Borrowers that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Borrowers shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (xmonth) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); providedand, howeverif applicable, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in whether such Borrowing Requestis an Incremental Term Borrowing; (bii) the date of such Borrowing (which shall be a Business Day); (ciii) the number and location of the account to which funds are to be disbursed; (div) the amount of such Borrowing (stated in the Available Currency)Borrowing; and (ev) whether the Loans being made pursuant to if such Borrowings are Borrowing is to be initially maintained as ABR Loans or a Eurodollar Loans and, if Eurodollar LoansBorrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower Borrowers shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

Borrowing Procedure. In order to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent1) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing in the case of By delivering a Borrowing of ABR Loans. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent on or before 10:00 a.m. on a Business Day during a calendar month, the Borrower may from time to time irrevocably request, on not less than three Business Days' notice, that a Borrowing be made in an amount equal to the Project Costs due and payable on or before the thirtieth (30th) day after the date of a written Borrowing Request such Borrowing, including all Project Costs previously paid and shall specify all holdbacks permitted to be released under the following informationConstruction Lien Act (Ontario) less the sum of: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) Project Costs funded by all previous Borrowings and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing RequestProject Revenues; (b) holdbacks as required by the date of such Borrowing Construction Lien Act (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available CurrencyOntario); and (ec) whether after October 31, 2000 the Loans being Equity Contribution. Such Borrowing shall be made pursuant to such Borrowings are to in a minimum amount of US$1,000,000 and in an integral multiple of US$1,000,000 or in the unused amount of the applicable Commitments and no Borrowing shall be initially maintained as ABR Loans made on or Eurodollar Loans andafter the Commitment Termination Date. The Borrower may, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested request that US$2,000,000 in excess of the amount set out above be included in such Borrowing shall comply with provided any amounts previously advanced by the requirements set forth in Section 2.02. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 provision have been expended in full on Project Costs. The Borrower may, in any Borrowing Request, request that the amount requested in such Borrowing Request be advanced by the Lenders in two payments, to be made no more than twenty (20) days apart. If the Borrower delivered a Borrowing Request which requests that an advance be paid in part on the Borrowing Date and part at a later date, on such later date the contents thereofBorrower will confirm that the provisions of Sections 5.2(1), (3), (5), (6) and (10) shall be true and correct on such date. The Borrower may not request more than two (2) Borrowings in any calendar month. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the Type of Loans, and shall be made on the Business Day or Business Days, specified in such Borrowing Request. On the terms and subject to the conditions of this Agreement, on or before 11:00 a.m. on such Business Day(s) each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s portion 's Percentage of the requested Borrowing. Such deposit(s) will be made to the Administrative Agent's Account for Payments. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Borrowing Procedure. In order to To request a Term Loan Borrowing or a Revolving Credit Borrowing, the Lead Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans telecopy or electronic transmission (or such shorter period as may be agreed if arrangements for doing so have been approved by the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed) and no later than 12:00 p.m., New York time, on the Business Day before the date of a proposed Borrowing or telephone (promptly confirmed by telecopy or electronic transmission) (i) in the case of a Borrowing of ABR LIBOTerm SOFR Rate Loans, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (ii) in the case of a Borrowing of Base Rate Loans (other than Swingline Loans), not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Notwithstanding the foregoing, if Lead Borrower wishes to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration, or less than one month in duration with the consent of the Administrative Agent, in each case as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days before the date of the proposed Borrowing having an Interest Period other than one, two, three or six months in duration, whereupon the Administrative Agent shall give prompt notice to each applicable Lender whose consent is required with a relevant Revolving Commitment of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the proposed date of such Borrowing having an Interest Period other than one, two, three or six months in duration, the Administrative Agent shall notify Lead Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by such Lenders or the Administrative Agent, as applicable. Each such telephonic Notice of Borrowing Request shall be irrevocable, subject to Sections 2.09, 3.01 and 3.05, and shall be confirmed promptly by hand delivery, e-mail delivery or fax telecopy to the Administrative Agent of a written Notice of Borrowing, appropriately completed and signed by Lead Borrower. Each such telephonic and written Notice of Borrowing Request and shall specify the following informationinformation in compliance with Section 2.02: (a) the aggregate amount of such Borrowing; the date of such Borrowing, which shall be a Business Day; whether the such Borrowing then being requested is to be a Borrowing of Term Base Rate Loans or a Borrowing of LIBOTerm SOFR Rate Loans; in the case of a Borrowing of LIBOTerm SOFR Rate Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date the Administrative Agent shall have notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of any Eurodollar Borrowing made on the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (be applicable thereto, which shall be a Business Day)period contemplated by the definition of the term “Interest Period”; (c) and the location and number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing which shall comply with the requirements set forth in of Section 2.02. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Borrowing of Base Rate Loans. If no Interest Period is specified with respect to any Eurodollar requested Borrowing is specified in any such noticeof LIBOTerm SOFR Rate Loans, then the Lead Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Promptly following receipt of a Notice of Borrowing in accordance with this Section 2.03, the Administrative Agent shall promptly advise each Lender of the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), details thereof and of each the amount of such Lender’s portion Loan to be made as part of the requested Borrowing.

Borrowing Procedure. In order By delivering a Borrowing Request to request a Term Loan Borrowing or a Revolving Credit Borrowing, the Borrower shall notify ------------------- the Administrative Agent of such request by telephone not later than on or before 12:00 p.m., New York time, three Business Days before a proposed Borrowing of Eurodollar Loans (or such shorter period as may be agreed by the Administrative Agent) and no later than 12:00 p.m.noon, New York time, on the a Business Day before the date of Day, a proposed Borrowing Borrower may from time to time irrevocably request, on not less than one, in the case of Base Rate Loans, or three, in the case of LIBO Rate Loans, nor (in either case), more than five Business Days' notice, that a Borrowing be made in a minimum amount of ABR Loans$1,000,000 and an integral multiple of $1,000,000, or in the unused amount of the Commitments. Each such telephonic On the terms and subject to the conditions of this Agreement, each Borrowing Request shall be irrevocablecomprised of the type of Loans, and shall be confirmed promptly by hand deliverymade on the Business Day, e-mail specified in such Borrowing Request (the "Funding Date"). On or fax to before ------------ 11:00 a.m., New York time, on such Funding Date, each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of a written Borrowing Request and the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the following information: (a) whether the Borrowing then being requested is to be a Borrowing of Term Loans, Revolving Credit Loans, Incremental Term Loans or Incremental Revolving Credit Loans (provided that, the Borrower shall not be permitted to request a Eurodollar Borrowing with an Interest Period in excess of one month until the earlier of (x) the date Lenders. Unless the Administrative Agent shall have been notified the Borrower that the primary syndication of the Loans has been completed (which notice shall be given as promptly as practicable) and (y) the date that is 30 days after the Closing Date); provided, however, that the initial Interest Period of by any Eurodollar Borrowing made on Lender prior to the Funding Date shall commence on the Funding Date and end on a date reasonably satisfactory for any Loans that such Lender does not intend to make available to the Administrative Agent specified by the Borrower in such Borrowing Request; (b) the date of such Borrowing (which shall be a Business Day); (c) the number and location of the account to which funds are to be disbursed; (d) the amount of such Borrowing (stated in the Available Currency); and (e) whether the Loans being made pursuant to Lender's Loan requested on such Borrowings are to be initially maintained as ABR Loans or Eurodollar Loans and, if Eurodollar LoansFunding Date, the Interest Period with respect thereto; providedAdministrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, howeverin its sole discretion, thatbut shall not be obligated to, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with make available to the requirements set forth in Section 2.02Borrowers a corresponding amount on such Funding Date. If no Interest Period such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with respect interest thereon, for each day from such Funding Date until the date such amount is paid to any Eurodollar Borrowing Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefore, the Administrative Agent shall promptly notify the Borrowers and the Borrowers shall within five Business Days pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is specified paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in any such notice, then the Borrower this Section shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrowers may have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders against any Lender as a result of any notice given pursuant default by such Lender hereunder. No Lender's obligation to this Section 2.03 (and the contents thereof), and of each make any Loan shall be affected by any other Lender’s portion of the requested Borrowing's failure to make any Loan.