Common use of Manner of Borrowing Loans and Designating Applicable Interest Rates Clause in Contracts

Manner of Borrowing Loans and Designating Applicable Interest Rates. (a) Notice to the Administrative Agent. RCE, on behalf of itself or any other Borrower, shall give notice to the Administrative Agent by no later than: (i) 12:00 Noon (Chicago time) at least three Business Days before the date on which RCE on behalf of the applicable Borrower requests the Lenders to advance a Borrowing of Eurodollar Loans, (ii) at least three Business Days before the date on which RCE, on behalf of the Borrowers, requests the Lenders to advance a Borrowing of Term Loans which shall be the Fixed Rate Loan, and (iii) 11:00 a.m. (Chicago time) on the date RCE on behalf of the applicable Borrower requests the Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, RCE, on behalf of the applicable Borrower, may (except with respect to the Fixed Rate Loan) from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to the minimum amount requirement contained in Section 1.5 for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, RCE, on behalf of the applicable Borrower, may (subject to the notice requirement set forth herein) continue part or all of such Borrowing as Eurodollar Loans or convert part or all of such Borrowing into Base Rate Loans or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, RCE, on behalf of itself or the applicable Borrower, may (subject to the notice requirement set forth herein) convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by RCE, on behalf of itself or the applicable Borrower. RCE, on behalf of itself or the applicable Borrower shall give all such notices requesting the advance, continuation or conversion of a Borrowing to the Administrative Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Administrative Agent. Notices of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 12:00 Noon (Chicago time) at least three Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. Notwithstanding anything to the contrary contained herein (i) there shall be no Fixed Rate Loans available hereunder other than the $30,000,000 Borrowing of Term Loans advanced on the Closing Date and (ii) the Borrowers shall have no right to convert all of any portion of such Fixed Rate Loan into a Eurodollar Loan or Base Rate Loan. The Borrowers agree that the Administrative Agent may rely on any such telephonic or telecopy notice given by any person the Administrative Agent in good faith believes is an Authorized Representative of RCE without the necessity of independent investigation and, in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.

Manner of Borrowing Loans and Designating Applicable Interest Rates. (a) Notice to the Administrative Agent. RCEThe Initial Advance shall be made by the Administrative Agent to the Borrower on the Original Closing Date following receipt of a Notice of Borrowing (as defined below) delivered by the Borrower to the Administrative Agent on or before the Original Closing Date. The single advance under the BDC BCAP Credit Facility shall be made by the Administrative Agent to the Borrower on the Closing Date following receipt of a Notice of Borrowing (as defined below) delivered by the Borrower to the Administrative Agent on or before the Closing Date. For all other Loans (other than Swing Loans), on behalf of itself or any other Borrower, the Borrower shall give notice to the Administrative Agent by no later than: than 11:00 a.m. (i) 12:00 Noon (Chicago Toronto time) at least three one Business Days Day before the date on which RCE on behalf of any proposed Borrowing in the applicable Borrower requests the Lenders to advance form of a Borrowing of Eurodollar Loans, (ii) at least three Business Days before the date on which RCE, on behalf of the Borrowers, requests the Lenders to advance a Borrowing of Term Loans which shall be the Fixed Prime Rate Loan or Base Rate Loan, and (iii) 11:00 a.m. (Chicago time) on the date RCE on behalf of the applicable Borrower requests the Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate contemplated in Section 2.8 and specified in such notice Notice of a new Borrowing. Thereafter, RCE, on behalf of the applicable Borrower, may (except with respect subject to the Fixed Rate Loan) terms and conditions hereof, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to the minimum amount requirement contained in Section 1.5 for each outstanding BorrowingBorrowing set forth in Section 2.9 hereof, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, RCE, on behalf of the applicable Borrower, may (subject to the notice requirement set forth herein) continue part or all of such Borrowing as Eurodollar Loans or convert part or all of such Borrowing into Base Rate Loans or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, RCE, on behalf of itself or the applicable Borrower, may (subject to the notice requirement set forth herein) convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by RCE, on behalf of itself or the applicable Borrower. RCE, on behalf of itself or the applicable The Borrower shall give all such notices requesting the advance, continuation or conversion advance of a Borrowing to the Administrative Agent by telephone or telecopy facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (each, a "Notice of Borrowing") or Exhibit C (a "Notice of Continuation/Conversion"), as applicable, or in such other form acceptable to the Administrative Agent. Notices of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 12:00 Noon (Chicago time) at least three Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. Notwithstanding anything to the contrary contained herein (i) there shall be no Fixed Rate Loans available hereunder other than the $30,000,000 Borrowing of Term Loans advanced on the Closing Date and (ii) the Borrowers shall have no right to convert all of any portion of such Fixed Rate Loan into a Eurodollar Loan or Base Rate LoanBorrowing. The Borrowers agree Borrower agrees that the Administrative Agent may rely on any such telephonic notice via telephone, email or telecopy notice facsimile given by any person to the Administrative Agent in good faith believes is an Authorized Representative authorized representative of RCE the Borrower without the necessity of independent investigation andinvestigation, and in the event any such notice by telephone conflicts with any written confirmation, confirmation such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.

Manner of Borrowing Loans and Designating Applicable Interest Rates. (a) Notice to the Administrative Agent. RCETo request the Borrowing on the Closing Date, on behalf of itself or any other Borrower, the Borrower shall give notice to the Administrative Agent by no later than: (i) 12:00 Noon 11:00 a.m. (Chicago New York City time) at least three (3) Business Days before the date on which RCE on behalf of the applicable Borrower requests the Lenders to advance a Borrowing of Eurodollar Loans, LIBOR Loans or (ii) at least three Business Days before the date on which RCE, on behalf of the Borrowers, requests the Lenders to advance a Borrowing of Term Loans which shall be the Fixed Rate Loan, and (iii) 11:00 9:00 a.m. (Chicago New York City time) on the date RCE on behalf of the applicable Borrower requests the Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowingnotice. Thereafter, RCE, on behalf of the applicable Borrower, may (except with respect subject to the Fixed Rate Loan) terms and conditions hereof, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing obtained by it hereunder or, subject to the minimum amount requirement contained for each outstanding Borrowing set forth in Section 1.5 for each outstanding Borrowinghereof, a ratable portion thereof, as follows: (i) if such the Borrowing is of Eurodollar LIBOR Loans, on the last day of the Interest Period applicable thereto, RCE, on behalf of the applicable Borrower, Borrower may (subject to the notice requirement set forth herein) continue part or all of such the Borrowing as Eurodollar LIBOR Loans or convert part or all of such the Borrowing into Base Rate Loans or Loans, and (ii) if such the Borrowing is of Base Rate Loans, on any Business Day, RCE, on behalf of itself or the applicable Borrower, Borrower may (subject to the notice requirement set forth herein) convert all or part of such the Borrowing into Eurodollar LIBOR Loans for an Interest Period or Interest Periods specified by RCE, on behalf of itself or the applicable Borrower. RCE, on behalf of itself or the applicable The Borrower shall give all such notices requesting the advance, continuation or conversion of a the Borrowing to the Administrative Agent by telephone telephone, telecopy, or telecopy other telecommunication device acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, acting reasonably) (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, acting reasonably), appropriately completed and signed by an Authorized Representative of the Borrower. Notices Notice of the continuation of a the Borrowing of Eurodollar LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar LIBOR Loans must be given by no later than 12:00 Noon 11:00 a.m. (Chicago New York City time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a the Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar LIBOR Loans, the Interest Period applicable thereto. Notwithstanding anything Upon written notice to the contrary contained herein Borrower by the Administrative Agent or the Required Lenders (ior, in the case of an Event of Default under Section 9.1(j) there or 9.1(k) hereof with respect to the Borrower or any Principal Payment Default, without notice), no Borrowing of LIBOR Loans shall be no Fixed Rate Loans available hereunder other than the $30,000,000 Borrowing advanced, created by conversion or continued if any Event of Term Loans advanced on the Closing Date and (ii) the Borrowers shall have no right to convert all of any portion of such Fixed Rate Loan into a Eurodollar Loan or Base Rate LoanDefault then exists. The Borrowers agree Borrower agrees that the Administrative Agent may rely on any such telephonic telephonic, telecopy, or telecopy other telecommunication notice given by any person the Administrative Agent in good faith believes is an Authorized Representative of RCE without the necessity of independent investigation andinvestigation, and in the event any such notice by telephone conflicts with any written confirmation, confirmation such telephonic notice shall govern if the Administrative Agent has acted in good faith reliance thereon.

Manner of Borrowing Loans and Designating Applicable Interest Rates. (a) Notice to the Administrative Agent. RCEEach Borrowing of Revolving Loans, on behalf each conversion of itself or any other USD Revolving Loans from Base Rate Loans to Eurocurrency Loans and Eurocurrency Loans to Base Rate Loans, and each continuation of Eurocurrency Loans shall be made upon the Borrower, shall give ’s irrevocable notice to the Administrative Agent by no later than: (i) 12:00 Noon (Chicago time) at least three Business Days before the date on Agent, which RCE on behalf of the applicable Borrower requests the Lenders to advance a Borrowing of Eurodollar Loans, (ii) at least three Business Days before the date on which RCE, on behalf of the Borrowers, requests the Lenders to advance a Borrowing of Term Loans which shall may be the Fixed Rate Loan, and (iii) 11:00 a.m. (Chicago time) on the date RCE on behalf of the applicable Borrower requests the Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, RCE, on behalf of the applicable Borrower, may (except with respect to the Fixed Rate Loan) from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to the minimum amount requirement contained in Section 1.5 for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, RCE, on behalf of the applicable Borrower, may (subject to the notice requirement set forth herein) continue part or all of such Borrowing as Eurodollar Loans or convert part or all of such Borrowing into Base Rate Loans or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, RCE, on behalf of itself or the applicable Borrower, may (subject to the notice requirement set forth herein) convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by RCE, on behalf of itself or the applicable Borrower. RCE, on behalf of itself or the applicable Borrower shall give all such notices requesting the advance, continuation or conversion of a Borrowing to the Administrative Agent given by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be and promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Administrative Agent. Notices of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans Each such notice must be given received by the Administrative Agent by no later than 12:00 Noon noon: (Chicago timei) at least four Business Days before the date on which the Borrower requests the Lenders to advance a Borrowing of or continuation of Eurocurrency Loans denominated in Euros, (ii) at least three Business Days before the date on which the Borrower requests the Lenders to advance a Borrowing of, conversion to or continuation of Eurocurrency Loans denominated in U.S. Dollars and (iii) on the requested continuation date the Borrower requests the Lenders to advance a Borrowing of or conversionconversion to Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice. All such notices concerning the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, which existing Revolving Loans are to be continued or converted, the Class and type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Eurocurrency Loans, the currency and Interest Period applicable thereto. Notwithstanding anything to the contrary contained herein (i) there shall be no Fixed Rate Loans available hereunder other than the $30,000,000 Borrowing of Term Loans advanced on the Closing Date and (ii) the Borrowers shall have no right to convert all of any portion of such Fixed Rate Loan into a Eurodollar Loan or Base Rate Loan. The Borrowers agree Each Borrower agrees that the Administrative Agent may rely on any such telephonic or telecopy notice given by any person Person the Administrative Agent in good faith believes is an Authorized Representative of RCE such Borrower without the necessity of independent investigation (the Company hereby indemnifying the Administrative Agent from any liability or loss ensuing from such reliance) and, in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.

Manner of Borrowing Loans and Designating Applicable Interest Rates. (a) Notice to the Administrative Agent. RCERC2 Brands, on behalf of itself or any other Borrower, shall give notice to the Administrative Agent by no later than: (i) 12:00 Noon (Chicago time) at least three Business Days before the date on which RCE RC2 Brands on behalf of the applicable Borrower requests the Lenders to advance a Borrowing of Eurodollar Loans, (ii) at least three Business Days before the date on which RCERC2 Brands, on behalf of the Borrowers, requests the Lenders to advance a Borrowing of Term Loans which shall be the Fixed Rate Loan, and (iii) 11:00 a.m. (Chicago time) on the date RCE RC2 Brands on behalf of the applicable Borrower requests the Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, RCERC2 Brands, on behalf of the applicable Borrower, may (except with respect to the Fixed Rate Loan) from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to the minimum amount requirement contained in Section 1.5 for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, RCERC2 Brands, on behalf of itself or the applicable Borrower, may (subject to the notice requirement set forth herein) continue part or all of such Borrowing as Eurodollar Loans or convert part or all of such Borrowing into Base Rate Loans or Loans, (ii) if such Borrowing is of Base Rate Loans, on any Business Day, RCERC2 Brands, on behalf of itself or the applicable Borrower, may (subject to the notice requirement set forth herein) convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by RCERC2 Brands, on behalf of itself or the applicable Borrower or (iii) if such Borrowing is of the Fixed Rate Loan, on the Fixed Rate Loan End Date, RC2 Brands, on behalf of itself or the applicable Borrower, may (subject to the notice requirement set forth herein) convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by RC2 Brands, on behalf of itself or the applicable Borrower. RCERC2 Brands, on behalf of itself or the applicable Borrower Borrower, shall give all such notices requesting the advance, continuation or conversion of a Borrowing to the Administrative Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Administrative Agent. Notices of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans or the Fixed Rate Loan into Base Rate Loans or of Base Rate Loans or the Fixed Rate Loan into Eurodollar Loans must be given by no later than 12:00 Noon (Chicago time) at least three Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. Notwithstanding anything to the contrary contained herein (i) there shall be no Fixed Rate Loans available hereunder other than the $30,000,000 40,000,000 Borrowing of Term Loans advanced on the Closing Date and Date, (ii) the Borrowers shall have no right to convert all of any portion of such Fixed Rate Loan into a Eurodollar Loan or Base Rate LoanLoan prior to the Fixed Rate Loan End Date and (iii) the Floating Rate Payor may, subject to Sections 9.2 and 9.3 hereof, convert all or any portion of the Fixed Rate Loan into a Base Rate Loan after an Event of Default. The Borrowers agree that the Administrative Agent may rely on any such telephonic or telecopy notice given by any person the Administrative Agent in good faith believes is an Authorized Representative of RCE RC2 Brands without the necessity of independent investigation and, in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.