Common use of Notice of Borrowing Clause in Contracts

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency), (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur (x) Eurodollar LIBOR Loans hereunder, the such Borrower shall give the Administrative Agent at written notice or telephonic notice promptly confirmed in writing to the Notice Office Office, which notice must be received by the Administrative Agent prior to 2:00 P.M. (New York City time) at least three Business Days’ (or four Business Days’ in the case of Loans denominated in Euros or an Acceptable Foreign Currency) prior notice to the requested date of Borrowing of each Eurodollar such LIBOR Loan to be incurred hereunder hereunder, and (y) Base Rate Loans hereunder (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the such Borrower shall give the Administrative Agent at written notice or telephonic notice promptly confirmed in writing to the Notice Office at least one Business Day’s Office, which notice must be received by the Administrative Agent prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on at least one Business Day prior to the requested date of Borrowing of each such dayBase Rate Loan to be incurred hereunder. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Revolving Loans to be incurred pursuant to such Borrowing (stated in the relevant currencyAvailable Currency in which such Revolving Loan is to be made), (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Revolving Loans made pursuant to such Borrowing constitute Agent Advances (it being understood that the Administrative Agent shall be under no obligation to make such Agent Advance), (iv) in the case of U.S. Dollar Denominated Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate LIBOR Loans and, if Euro Rate LIBOR Loans, the initial Interest Period to be applicable thereto, thereto and (v) the applicable Borrowing Base at such time. Except in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith)Agent Advances, the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the a Borrower desires to incur Swingline Loans hereunder, the such Borrower shall give the Swingline Lender no later than 1:00 2:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the each Borrower irrevocably agreeing, by its incurrence of any Swingline LoanLoan or Agent Advance, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the any Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the such Borrower, prior to receipt of written confirmation. In each such case, the such Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur make a Borrowing of Loans hereunder (excluding (x) Eurodollar Borrowings of Swingline Loans, (y) Mandatory U.S. RL Borrowings and (z) Borrowings of Canadian Prime Rate Loans hereunderthat are Canadian Borrower Revolving Loans to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in Schedule 2.17), the such Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the its Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan or Canadian Prime Rate Loan to be incurred made hereunder and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Loan, B/A Discount Rate Loan or Bankers’ Acceptance Loan to be made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writingwriting by or on behalf of the respective Borrower, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount or Face Amount, as the case may be, of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currencyApplicable Currency), (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of B Term Loans, C Term Loans, U.S. Borrower Incremental Term Loans, Canadian Borrower Incremental Term Loans, Canadian Borrower Revolving Loans or U.S. Borrower Revolving Loans, (iv) in the case of Dollar Denominated Loans, whether the Dollar Denominated Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro or LIBO Rate Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing Canadian Borrower Incremental Term Loans funded in Canadian Dollars, whether the Canadian Borrower Incremental Term Loans shall consist of Revolving Canadian Prime Rate Loans or B/A Discount Loans, (vi) in the proceeds case of which are LIBO Rate Loans and B/A Discount Rate Loans, the Interest Period to be utilized to financeinitially applicable thereto and (vii) in the case of Canadian Dollar Denominated Revolving Loans, in whole whether the respective Borrowing shall consist of Canadian Prime Rate Loans or in partBankers’ Acceptance Loans and, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith)if Bankers’ Acceptance Loans, the amount term thereof (which shall comply with the requirements of the Borrowing Availability after giving effect to such BorrowingSchedule 2.17). The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the U.S. Borrower desires to incur Swingline Loans hereunder, the U.S. Borrower shall give the Swingline Lender no later than 1:00 P.M. 11:00 A.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory U.S. RL Borrowings shall be made upon the notice specified in Section 2.01(c2.01(g), with the U.S. Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory U.S. RL Borrowings as set forth in Section 2.01(c2.01(g). (c) Without in any way limiting the obligation of the either Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer the Chief Executive Officer, the Chief Financial Officer, the Treasurer or the General Counsel of such Borrower, or from any other authorized officer of such Borrower designated in writing by such Borrower to the BorrowerAdministrative Agent as being authorized to give such notices, prior to receipt of written confirmation. In each such case, the each Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever If the Borrower desires to incur the Loans (or portions thereof) as (x) Eurodollar LIBOR Loans hereunder, the Borrower shall give the Administrative Agent (and, with respect to Revolving Loans only, the Revolving Agent) at the Notice Office at least three Business Days’ Days (or, with respect to LIBOR Loans to be made on the Restatement Effective Date, such shorter period as shall be acceptable to the Administrative Agent) prior notice of each Eurodollar Loan the LIBOR Loans to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing)hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s (or, with respect to Base Rate Loans to be made on the Restatement Effective Date, such shorter period as shall be acceptable to the Administrative Agent) prior notice of each the Base Rate Loan Loans to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 noon (New York City time) on such day. Each such notice (each, a the “Notice of Borrowing”), except as otherwise expressly provided in Section 2.102.11, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, substantially in the form of Exhibit A-1F, appropriately completed to specify: (i) the aggregate principal amount of such Borrowing and whether it is to be a Borrowing of Revolving Loans or Term Loans, (ii) the Class of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), (iiiiv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate LIBOR Loans and, if Euro Rate LIBOR Loans, the initial Interest Period to be applicable thereto, thereto and (v) in the case of a Borrowing of Revolving Loans applicable account details for the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such BorrowingBorrower. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Class specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. With respect to Revolving Loans, each reference to the Administrative Agent in this clause shall also be deemed to be a reference to the Revolving Agent. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error. With respect to Revolving Loans, each reference to the Administrative Agent in this clause shall also be deemed to be a reference to the Revolving Agent. (c) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the applicable Latest Maturity Date.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunderunder any Facility, the Borrower it shall give the Administrative Agent at the Notice Office at least written notice (or telephonic notice promptly confirmed in writing), which notice must be given prior to 11:00 A.M. (New York time) three Business Days’ Days prior notice to the date of Borrowing in the case of each Borrowing of Eurodollar Loan Loans and prior to be incurred hereunder and 11:00 A.M. (yNew York time) on the date of Borrowing in the case of each Borrowing of Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, a “"Notice of Borrowing”)") shall, except as otherwise expressly provided in Section 2.101.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: specify (i) the Facility pursuant to which such Borrowing is to be made, (ii) the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), ) and (iiiiv) whether the Loans being incurred pursuant to such respective Borrowing are to be initially maintained as shall consist of Base Rate Loans or, to the extent permitted hereunder, Euro Rate Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be initially applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans under the Facility specified in the respective Notice of Borrowing, Borrowing written notice (or telephonic notice promptly confirmed in writing) of such each proposed Borrowing, of such Lender’s 's proportionate share thereof thereof, if any, and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loanspermitted to be given hereunder, the Administrative Agent or the Swingline LenderLetter of Credit Issuer (in the case of Letters of Credit), as the case may be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may benotice, believed by the Administrative Agent or the Swingline LenderLetter of Credit Issuer, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s 's or the Swingline Lender’s Letter of Credit Issuer's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as (except in the case may be, absent manifest errorof gross negligence or bad faith).

Notice of Borrowing. (a) Whenever When the Borrower desires Borrowers desire to incur (x) Eurodollar Loans hereunder, an Authorized Representative of the Borrower Borrowers shall give the Administrative Agent at the Notice Office at least (x) in the case of the borrowing of Eurodollar Rate Loans, three Business Days’ prior written notice of each Eurodollar Loan to be incurred hereunder and (or telephonic notice promptly confirmed in writing) or (y) in the case of the borrowing of Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing)Loans, the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing), in each case, of each Base Rate Loan the Loans to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 a.m. (New York City time) on such day. Each such Such written notice or written confirmation of telephonic notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.102.08, shall be irrevocable and shall be given in writing, or writing by telephone promptly confirmed in writing, the Borrowers in the form of Exhibit A-1G, appropriately completed to specify: specify (i) the Class of the Loans to be incurred pursuant to the Borrowing, (ii) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiiii) the date of such the Borrowing (which shall be a Business Day), (iiiiv) whether the Type of Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans orcomprising the Borrowing, to (v) in the extent permitted hereunder, Euro Rate Loans and, if Euro case of Eurodollar Rate Loans, the initial Interest Period to be applicable thereto, to such Eurodollar Rate Loans and (vvi) in the case of a Borrowing of Revolving Loans to which accounts the proceeds of which such Loans are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowingdeposited. The Administrative Agent shall promptly give each applicable Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed the Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. If the Borrowers fail to specify a Type of Loan in the Notice of Borrowing, then the Loans shall be made as Base Rate Loans. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower Borrowers to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such the Borrowing or a prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer Representative of the Borrower, Borrowers prior to receipt of written confirmation. In each such case, the Borrower Borrowers hereby waives waive the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such the Borrowing or prepayment of Loans, as the case may be, absent manifest error. (c) Each Borrowing of Eurodollar Rate Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000, and each Borrowing of Base Rate Loans shall be in an aggregate principal amount that is an integral multiple of $100,000 and not less than $500,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of twelve (12) Borrowings of Eurodollar Rate Loans outstanding. Notwithstanding the foregoing, a Borrowing of Revolving Loans that are Base Rate Loans may be in an aggregate amount that is equal to the entire unused balance of the applicable Commitments. (d) Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to Convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable thereto.

Notice of Borrowing. (a) Whenever Each Committed Borrowing shall be made on notice by the Borrower desires to incur (x) Eurodollar Loans hereunderthe Administrative Agent, the Borrower which shall give to each Lender prompt notice thereof by telecopier, given not later than 11:00 A.M. (New York City time) on the Administrative Agent at date of the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan proposed Committed Borrowing if such Committed Borrowing is to be incurred hereunder and (y) comprised of Base Rate Loans hereunder Advances and no earlier than 9:00 A.M. (excluding Swingline Loans New York City time) and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 no later than 4:00 P.M. (New York City time) on the third Business Day prior to such daydate if such Committed Borrowing is to be comprised of Eurodollar Rate Advances. Each such notice of a Committed Borrowing (each, a “"Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, ") shall be irrevocable and shall be in writingby telecopier, or by telephone promptly confirmed immediately in writing, in substantially the form of Exhibit A-1A-2 hereto, appropriately completed to specify: specifying therein the requested (i) the aggregate principal amount date of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Committed Borrowing, (ii) the date Type of Advances comprising such Borrowing (which shall be a Business Day)Committed Borrowing, (iii) whether the Loans being incurred pursuant to aggregate amount of such Committed Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (viv) in the case of a Committed Borrowing consisting of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith)Eurodollar Rate Advances, the amount of the Borrowing Availability after giving effect to initial Interest Period for each such BorrowingCommitted Advance. The Administrative Agent shall promptly give each Each Lender which is required to make Loans specified in the respective Notice of Borrowingshall, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than before 1:00 P.M. (New York City time) on the date that a Swingline Loan is of such Committed Borrowing, make available for the account of its Applicable Lending Office to be incurredthe Administrative Agent at the Administrative Agent's Account, written notice or telephonic notice promptly confirmed in writing same day funds, such Lender's Pro Rata Share of each Swingline Loan to be incurred hereunderthe requested amount of such Committed Borrowing. Each Promptly after the Administrative Agent's receipt of such notice shall be irrevocable funds (and specify in each case (A) any event by the close of business New York City time on the date of Borrowing (which shall be a Business Day), (Bsuch Borrowing) the aggregate principal amount and upon fulfillment of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as applicable conditions set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of LoansArticle III, the Administrative Agent or will make the Swingline Lender, funds so received available to the Borrower by depositing the same in immediately available funds into such account as the case may be, may act without liability upon Borrower shall have specified in the basis related Notice of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errorBorrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereundera Revolving Loan, the Borrower it shall give the Administrative Agent at the Notice Office Agent, prior to 12:00 noon (Cleveland time), at least three Business (3) Cleveland Banking Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Revolving Loan to be incurred hereunder subject to the LIBOR Rate Option and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s (1) Cleveland Banking Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Revolving Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed subject to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such daythe Base Rate Option. Each such notice (each, a “Notice of Borrowing”), except ” a form of which is attached hereto as otherwise expressly provided in Section 2.10, Exhibit F) shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: specify (i) the aggregate principal amount of the Loans each Revolving Loan to be incurred pursuant made, which shall be an amount equal to such Borrowing an integral multiple of Five Hundred Thousand Dollars (stated in the relevant currency$500,000), (ii) the date of such Borrowing Revolving Loan(s) shall be made (which shall be a Business Cleveland Banking Day and, in the case of a Revolving Loan based on the LIBOR Rate Option, a London Banking Day), and (iii) whether the Loans being incurred pursuant Revolving Loan(s) shall be subject to such Borrowing are to be initially maintained as the Base Rate Loans or, to Option or the extent permitted hereunder, Euro Libor Rate Loans Option and, if Euro Rate Loansin the latter case, the initial Interest Period to be initially applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified Bank written notice (or telephonic notice promptly confirmed in the respective Notice writing) of Borrowing, notice of such each proposed BorrowingRevolving Loan, of such LenderBank’s proportionate Pro rata share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loanspermitted to be given hereunder, the Administrative Agent or the Swingline Lendermay, as the case may beprior to receipt of written confirmation, may act without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may benotice, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmationFiscal Officer. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice. (c) Whenever the Borrower desires to incur a Swing Loan, it shall give the Agent, prior to 2:00 p.m. (Cleveland time) on the proposed date of borrowing of any Swing Loan, written notice (or telephonic notice promptly confirmed in writing) in the form of a Notice of Borrowing of each such Swing Loan. The Agent shall promptly give each Swing Line Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Swing Loan, of such Swing Line Lender’s pro rata share thereof and of other matters covered by the Notice of Borrowing or prepayment of Loans, as the case may be, absent manifest errorrelating to such Swing Loan.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar make a Borrowing of Term Loans under any Tranche hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the its Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Term Loan of such Tranche to be incurred made hereunder and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan of such Tranche to be made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such dayday (or such later time as the Administrative Agent shall agree in its sole and absolute discretion). Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.102.11, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writingwriting by or on behalf of the Borrower, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Term Loans of such Tranche to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Term Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Term Loans or, to the extent permitted hereunder, Euro or LIBO Rate Term Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (viv) in the case of a Borrowing of Revolving Loans LIBO Rate Term Loans, the proceeds of which are Interest Period to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowinginitially applicable thereto. The Administrative Agent shall promptly give each Lender under such Tranche which is required to make Term Loans of such Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice make a Borrowing of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding other than Swingline Loans and Revolving Loans made pursuant to a or Mandatory BorrowingRL Borrowings), the Borrower shall give the Administrative Agent at the its Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan to be incurred made hereunder and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Loan to be made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such dayday (or such later time as the Administrative Agent shall agree in its sole and absolute discretion). Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.102.11, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writingwriting by or on behalf of the Borrower, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Revolving Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro or LIBO Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (viv) in the case of a Borrowing of Revolving Loans LIBO Rate Loans, the proceeds of which are Interest Period to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowinginitially applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. 11:00 A.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory RL Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory RL Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment repayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepaymentrepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized a Responsible Officer of the Borrower, or from any other authorized officer of the Borrower designated in writing by the Borrower to the Administrative Agent as being authorized to give such notices, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the The Borrower shall give the Administrative Agent at the notice pursuant to a Loan Notice Office at least three Business Days’ prior or telephonic notice of each Eurodollar borrowing of Revolving Loans. Each Loan Notice shall be delivered to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at before 12:00 P.M. on the Notice Office at least one Business Day’s Day prior notice to the date of each the requested borrowing in the case of Base Rate Loan Loans, and on the third Business Day prior to be incurred hereunder, provided that (the date of the requested borrowing in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such daythe case of Eurodollar Loans. Each such notice (eachrequest for borrowing shall be irrevocable, a “Notice shall contain certifications of Borrowing”), except as otherwise expressly provided the Borrower with respect to the conditions set forth in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, 5.2 clauses (b) through (d) in the form of Exhibit A-1C, appropriately completed to specify: and shall specify (iA) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)that a Revolving Loan is requested, (iiB) the date of such Borrowing the requested borrowing (which shall be a Business Day), (iiiC) the aggregate principal amount to be borrowed, and (D) whether the Loans being incurred pursuant to such Borrowing are to borrowing shall be initially maintained as comprised of Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, Eurodollar Loans or a combination thereof, and if Eurodollar Loans are requested, the initial Interest Period(s) therefor. If the Borrower shall fail to specify in any such Loan Notice (I) an applicable Interest Period to be applicable thereto, and (v) in the case of a Borrowing Eurodollar Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (II) the type of Revolving Loans the proceeds of which are Loan requested, then such notice shall be deemed to be utilized a request for a Base Rate Loan hereunder. Any such telephonic notice shall include all information to finance, be specified in whole or a written Loan Notice and shall be promptly confirmed in part, writing by the Borrower pursuant to a Permitted Acquisition (or Loan Notice sent to pay any fees and expenses incurred in connection therewith), the amount Administrative Agent by telecopy on the same day of the Borrowing Availability after giving effect to of such Borrowingtelephonic notice. The Administrative Agent shall promptly give will transmit by telecopy the Loan Notice (or the information contained in such Loan Notice) to each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required promptly upon receipt by the immediately preceding sentence to be specified in the Administrative Agent. Each Loan Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice borrowing shall be irrevocable once given and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of binding on the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Term Borrower desires to incur (1) Term Loans that are (x) Eurodollar Loans hereunderLoans, the Term Borrower shall give the Administrative Agent at the Notice Office and the Collateral Agent at least three one Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing)hereunder, the Term Borrower shall give the Administrative Agent at the Notice Office and the Collateral Agent at least one Business Day’s Days’ prior notice of each Base Rate Loan to be incurred hereunder and (2) Revolving Loans, the Revolving Borrower shall give the Administrative Agent at the Notice Office and the Collateral Agent at least one Business Days’ prior notice of each Revolving Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 A.M. (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which for any Loan shall be a Business DayDay and, in the case of Revolving Loans, shall only be the last Business Day of the calendar week in which the Revolving Loan is to be made), (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans and (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Collateral Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower Borrowers to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Collateral Agent or the Swingline Lender, as the case may be, Administrative Agent may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Collateral Agent or the Swingline Lender, as the case may be, Administrative Agent in good faith to be from an Authorized Officer of the BorrowerBorrowers, prior to receipt of written confirmation. In each such case, the Borrower Borrowers hereby waives waive the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Revolving Loans hereunder (excluding Swingline Loans and Borrowings of Revolving Loans made incurred pursuant to a Mandatory Borrowing), the Borrower it shall give the Administrative Agent at the its Notice Office Office, prior to 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loan Loans to be incurred made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, a “"Notice of Borrowing”)") shall, except as otherwise expressly provided in Section 2.101.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: specify (i) the aggregate principal amount of the Revolving Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), ) and (iii) whether the Loans being incurred pursuant to such respective Borrowing are to be initially maintained as shall consist of Base Rate Loans or, to the extent permitted hereunder, Euro Rate Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be initially applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified Bank written notice (or telephonic notice promptly confirmed in the respective Notice writing) of Borrowing, notice of such each proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower it shall give the Swingline Lender no BTCo not later than 1:00 P.M. 12:00 Noon (New York City time) on the date that a day such Swingline Loan is to be incurredmade, written notice (or telephonic notice promptly confirmed in writing writing) of each Swingline Loan to be incurred made hereunder. Each such notice shall be irrevocable and shall specify in each case (Ax) the date of such Borrowing (which shall be a Business Day), ) and (By) the aggregate principal amount of the Swingline Loans Loan to be incurred made pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in such Section 2.01(c1.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loanspermitted to be given hereunder, the Administrative Agent or BTCo (in the case of a Borrowing of Swingline LenderLoans) or the Letter of Credit Issuer (in the case of Letters of Credit), as the case may be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may benotice, believed by the Administrative Agent Agent, BTCo or the Swingline LenderLetter of Credit Issuer, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s 's, BTCo's or the Swingline Lender’s Letter of Credit Issuer's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errornotice.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Revolving Loans hereunder (excluding Swingline Borrowings of Canadian Prime Rate Loans and Revolving to the extent resulting from automatic conversions of Bankers’ Acceptance Loans made pursuant to a Mandatory Borrowingas provided in clause (i) of Schedule III), the Borrower it shall give the Administrative Agent at the Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan or Canadian Prime Rate Loan and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan or Bankers’ Acceptance Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such day. Each such written notice or written confirmation of telephonic notice (each, each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, the respective Borrower in the form of Exhibit A-1, A appropriately completed to specify: specify (i) the name of such Borrower or Borrowers, (ii) the aggregate principal amount (or Face Amount, as the case may be) of the Revolving Loans to be incurred pursuant to such Borrowing (stated in the relevant applicable currency), (iiiii) the date of such Borrowing (which shall be a Business Day), (iiiiv) in the case of Dollar Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans oror Eurodollar Loans, (v) in the case of Canadian Revolving Loans, whether the Revolving Loans being made pursuant to the extent permitted hereunder, Euro such Borrowing are to be initially maintained as Canadian Prime Rate Loans or Bankers’ Acceptance Loans and, if Euro Rate Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of clause (a) of Schedule III), (vi) in the case of Eurodollar Loans, the initial Interest Period to be applicable thereto, and (vvii) in whether the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to financeDollar Revolving A Loans, in whole Dollar Revolving B Loans, Canadian Revolving A Loans or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such BorrowingCanadian Revolving B Loans. The Administrative Agent shall promptly give each Lender which is required to make Revolving Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. Notwithstanding anything to the contrary contained in this Agreement, unless the Administrative Agent otherwise agrees, no more than four Notices of Borrowing may be given in any 30 consecutive day period. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the any Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loanspermitted to be given hereunder, the Administrative Agent or the Swingline LenderIssuing Bank (in the case of issuances of Letters of Credit), as the case may be, may act without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may benotice, believed by the Administrative Agent or the Swingline LenderIssuing Bank, as the case may be, in good faith to be from an Authorized Officer of the Borrower, such Borrower prior to receipt of written confirmation. In each such case, the each Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline LenderIssuing Bank’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errornotice.

Notice of Borrowing. Each Borrowing shall be made on notice by the Company (aon its own behalf or on behalf of any Designated Borrower) Whenever to the Borrower desires to incur (x) Eurodollar Loans hereunderAdministrative Agent, the Borrower which shall give the Administrative Agent at the Notice Office at least three Business Days’ prior to each Lender prompt notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing)thereof by telecopier, the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. not later than 11:00 A.M. (New York City time) on the date of the proposed Borrowing if such dayBorrowing is to be comprised of Base Rate Advances and not later than 11:00 A.M. (New York City time) on the third Business Day prior to such date if such Borrowing is to be comprised of Eurocurrency Rate Advances. Each such notice of a Borrowing (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, ) shall be irrevocable and shall be in writingby telecopier, or by telephone promptly confirmed in writingemail, in substantially the form of Exhibit A-1A hereto, appropriately completed to specifyspecifying therein: (i) the aggregate principal amount name of the Loans to Borrower (which shall be incurred pursuant to such Borrowing (stated in the relevant currencyCompany or a Designated Borrower), (ii) the requested date of such Borrowing (which shall be a Business Day)Borrowing, (iii) whether the Loans being incurred pursuant to Type of Advances comprising such Borrowing are to be initially maintained as Base Rate Loans orBorrowing, to (iv) the extent permitted hereunder, Euro Rate Loans aggregate amount and, if Euro Rate Loansfor any Designated Borrower, the initial Interest Period to be applicable theretoCurrency of such Borrowing, and (v) in the case of a Borrowing consisting of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith)Eurocurrency Rate Advances, the amount of the Borrowing Availability after giving effect to initial Interest Period for each such BorrowingAdvance. The Administrative Agent shall promptly give each Each Lender which is required to make Loans specified in the respective Notice of Borrowingshall, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than before 1:00 P.M. (New York City timeLocal Time) on the date that a Swingline Loan is of such Borrowing, make available for the account of its Applicable Lending Office to be incurredthe Administrative Agent at the Administrative Agent’s Account for Advances denominated in the relevant Currency, written notice or telephonic notice promptly confirmed in writing the relevant Currency and in same day funds, such Lender’s Pro Rata Share of each Swingline Loan to be incurred hereunderthe requested amount of such Borrowing. Each Promptly after the Administrative Agent’s receipt of such notice shall be irrevocable funds (and specify in each case (A) any event by the close of business New York City time on the date of Borrowing (which shall be a Business Day), (Bsuch Borrowing) the aggregate principal amount and upon fulfillment of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as applicable conditions set forth in Section 2.01(c). (c) Without Article III, the Administrative Agent will make the funds so received available to the Company or such other Borrower by depositing the same in such Currency and in immediately available funds into such account of the Company or such other Borrower, as applicable, as shall have been specified in the related Notice of Borrowing. Each Lender may, at its option, make any Advance by causing any domestic or foreign branch or Affiliate of such Lender to make such Advance; provided that any exercise of such option shall not affect in any way limiting manner the obligation of the applicable Borrower to confirm repay such Advance in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of accordance with the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errorthis Agreement.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar make a Borrowing of Term Loans under any Tranche hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the its Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Term Loan of such Tranche to be incurred made hereunder and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan of such Tranche to be made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such dayday (or such later time as the Administrative Agent shall agree in its sole and absolute discretion). Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.102.11, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writingwriting by or on behalf of the Borrower, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Term Loans of such Tranche to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Initial Term Loans or Incremental Term Loans, (iv) whether the Term Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Term Loans or, to the extent permitted hereunder, Euro or LIBO Rate Term Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans LIBO Rate Term Loans, the proceeds of which are Interest Period to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowinginitially applicable thereto. The Administrative Agent shall promptly give each Lender under such Tranche which is required to make Term Loans of such Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Borrowings of Swingline Loans and Revolving Loans made incurred pursuant to a Mandatory Borrowing), the Borrower it shall give the Administrative Agent at the Notice Office at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be incurred hereunder, provided PROVIDED that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 A.M. (New York City time) on such day. Each such written notice or written confirmation of telephonic notice (each, a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, the Borrower in the form of Exhibit A-1A, appropriately completed to specify: specify (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the such Loans being incurred pursuant to such Borrowing are to be initially maintained incurred as Base Rate Loans or, to or Eurodollar Loans and (iv) in the extent permitted hereunder, Euro Rate Loans and, if Euro Rate case of Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower it shall give the Swingline Lender no later than 1:00 12:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurredincurred hereunder, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c1.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loanspermitted to be given hereunder, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may benotice, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, Borrower prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s 's or the Swingline Lender’s 's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errornotice.

Notice of Borrowing. (a) Whenever the Borrower Borrower, desires to incur (x) Eurodollar Loans hereunder, the Borrower it shall give the Administrative Agent at the Notice Office at least three Business Days’ ' prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing)hereunder, the Borrower it shall give the Administrative Agent at the Notice Office at least one Business Day’s 's prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City Chicago time) on such day. Each such notice (each, each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), ) and (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate hereunder Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer the President, the Controller, the Chief Executive Officer, the Chief Financial Officer, the Treasurer or any Assistant Treasurer of the Borrower, or from any other, authorized officer of the Borrower designated in writing by the Borrower to the Administrative Agent as being authorized to give such notices prior to receipt of written confirmation. In each such case, case the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s 's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur (x) Eurodollar make a Borrowing of Loans hereunder, the an Authorized Officer of such Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the its Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan to be incurred hereunderand at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such day. Each such written notice or written confirmation of telephonic notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, given by or by telephone promptly confirmed in writing, on behalf of the respective Borrower in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Incremental Term Loans, (iv) in the case of Incremental Term Loans, the Borrower thereof, and (v) whether the Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be initially applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to shall be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowingthree months. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, Borrowing notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the each Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loanspermitted to be given hereunder, the Administrative Agent or the Swingline Lendermay, as the case may beprior to receipt of written confirmation, may act without liability upon the basis of any such telephonic notice of such Borrowing or prepayment, as the case may be, reasonably believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the such Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice shall be conclusive evidence of the contents of such Borrowing or prepayment of Loans, as the case may benotice, absent manifest error.

Notice of Borrowing. (a) Whenever When the Borrower desires Borrowers desire to incur (xi) Eurodollar LIBOR Loans hereunder, the Borrower Company shall give the Administrative Agent at the Notice Office notice thereof, which notice must be received by the Administrative Agent prior to 1:00 P.M. (New York City time) at least three Business Days’ Days prior to the requested date of Borrowing (except with respect to a requested Borrowing on the Effective Date, for which notice of each Eurodollar Loan must be received by the Administrative Agent prior to be incurred hereunder 1:00 P.M. (New York City time) on the Business Day immediately preceding the Effective Date), and (yii) Base Rate Loans hereunder (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower Company shall give the Administrative Agent at the Notice Office at least one Business Day’s notice thereof, which notice must be received by the Administrative Agent prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 1:00 P.M. (New York City time) on such daythe Business Day of the requested date of Borrowing. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (iA) the aggregate principal amount of the Revolving Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiB) the date of such Borrowing (which shall be a Business Day), (iiiC) if the Revolving Loans proposed to be made pursuant to such Borrowing will constitute Agent Advances (it being understood that the Administrative Agent shall be under no obligation to make such Agent Advance), notice thereof, (D) whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate LIBOR Loans and, if Euro Rate LIBOR Loans, the initial Interest Period to be applicable thereto, thereto and (vE) the Borrowing Base at such time. Except as provided in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewithSection 2.04(b), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires Borrowers desire to incur Swingline Loans hereunder, the Borrower Company shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower Borrowers irrevocably agreeing, by its their incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower Company to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may shall be entitled to rely and act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the BorrowerCompany, prior to receipt of written confirmation. In each such case, the each Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans make a Borrowing hereunder, the Borrower it shall give the Administrative Agent at the its Notice Office at least five (or three Business Days in the case of the Initial Borrowing Date) Business Days’ prior written notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 A.M. (New York City London time) on such day). Each such written notice (each, each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.101.09, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, the Borrower in the form of Exhibit A-1A, appropriately completed to specify: specify (i) the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, thereto and (viv) in the case of a Borrowing of Revolving Loans to which account the proceeds of which such Loans are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowingdeposited. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of BorrowingLoans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower to confirm deliver a written Notice of Borrowing in writing any telephonic notice of any Borrowing or prepayment of Loansaccordance with Section 1.03(a), the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may beBorrowing, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer the Chairman of the BorrowerBoard, Chief Administrative Officer, President, Chief Financial Officer or the Treasurer of the Borrower (or any other officer of the Borrower designated in writing to the Administrative Agent by the Chief Executive Officer, Chief Administrative Officer, President or Treasurer of the Borrower as being authorized to give such notices under this Agreement) prior to receipt of written confirmationNotice of Borrowing. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. shall be transmitted by telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit A-1 hereto, specifying therein the requested (aA) Whenever date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) the Borrower desires to incur Borrower's wire instructions, and (E) in the case of a Borrowing comprising Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 noon (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency), (ii) the date of such any Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base comprising Eurodollar Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable theretoAdvances, and (vy) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is of any Borrowing comprising Base Rate Advances, make available for the account of its Applicable Lending Office to be incurredthe Administrative Agent at its address referred to in Section 8.02, written notice or telephonic notice promptly confirmed in writing same day funds, such Lender's ratable portion of each Swingline Loan such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to be incurred hereunderthe Borrower at the Administrative Agent's aforesaid address. Each such notice Notice of Borrowing shall be irrevocable and specify binding on the Borrower. In the case of any Notice of Borrowing requesting Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in each case (A) such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing (which shall be a Business Day), (B) that such Lender will not make available to the aggregate principal amount Administrative Agent such Lender's ratable portion of the Swingline Loans to be incurred pursuant to such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower (Cfollowing the Administrative Agent's demand on such Lender for the corresponding amount) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of a Borrowing of Swingline Loans the proceeds of which are Borrower, the interest rate applicable at the time to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred Advances made in connection therewith), the amount of the with such Borrowing Availability after giving effect to such Borrowing. and (ii) Mandatory Borrowings in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement. The failure of any Lender to make the Advance to be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings it as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice part of any Borrowing or prepayment shall not relieve any other Lender of Loansits obligation, if any, hereunder to make its Advance on the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice date of such Borrowing or prepaymentBorrowing, as but no Lender shall be responsible for the case may be, believed by failure of any other Lender to make the Administrative Agent or the Swingline Lender, as the case may be, in good faith Advance to be from an Authorized Officer made by such other Lender on the date of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errorany Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires Borrowers desire to incur Loans under any Tranche (x) Eurodollar excluding Borrowings of Swingline Loans hereunderand Revolving Loans incurred pursuant to Mandatory Borrowings), an Authorized Representative of the Borrower Borrowers shall give the Administrative Agent at the its Notice Office at least one Business Day's prior written (or telephonic notice promptly confirmed in writing) notice of each Base Rate Loan and at least three Business Days’ ' prior written (or telephonic notice promptly confirmed in writing) notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 A.M. (New York City time) (or before 12:00 Noon (New York time) in the case of a Borrowing of Base Rate Loans) on such day. Each such written notice or written confirmation of telephonic notice (each, each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, the Borrowers in the form of Exhibit A-1A, appropriately completed to specify: (i) specify the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) and whether the Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, Bank notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires Borrowers desire to incur make a Borrowing of Swingline Loans hereunder, an Authorized Representative of the Borrower Borrowers shall give the Swingline Lender no BTCo not later than 1:00 P.M. 12:00 Noon (New York City time) on the date that a Swingline Loan is to be incurredmade, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred made hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred made pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(d), with the each Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c1.01(d). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the any Borrower desires to incur make a Borrowing (xother than of Local Currency Loans, Bid Loans, Swingline Loans or Revolving Loans incurred pursuant to a Mandatory Borrowing) Eurodollar Loans hereunder, hereunder the Company (but not any other Borrower) on behalf of itself or any other Borrower shall give the Administrative Agent at the its Notice Office at least (x) four Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurocurrency Loan denominated in a Eurocurrency to be made hereunder, (y) three Business Days’ Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Eurocurrency Loan denominated in Dollars to be incurred made hereunder and (yz) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one same Business Day’s prior 's written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan to be incurred made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 A.M. (New York City time) (12:00 Noon (New York time) in the case of a Borrowing of Base Rate Loans) on such day. Each such written notice (each, or written confirmation of any telephonic notice) (each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.11, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, the Company in the form of Exhibit A-1, appropriately completed to specify: specify (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency), (ii) the date of such Borrowing (which shall be a Business Day), (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) whether the Loans being incurred to be made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate or Eurocurrency Loans, (iv) the initial Interest Period to be applicable theretoBorrower, and (v) in the case of a Borrowing of Revolving Loans Eurocurrency Loans, the proceeds of which are initial Interest Period and currency to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowingapplicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, Bank notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. Any notices and the borrowing mechanics relating to Local Currency Loans shall be set forth in the applicable Local Currency Documentation. (ib) Whenever the Borrower Company desires to incur a Swingline Loans Loan hereunder, the Borrower Company shall give the Swingline Lender ABN AMRO no later than 1:00 P.M. 12:00 Noon (New York City time) on the date that a day such Swingline Loan is to be incurredmade, written notice or telephonic notice promptly confirmed in writing of each such Swingline Loan to be incurred made hereunder. Each such notice shall be irrevocable and specify in each case (AI) the date of Borrowing (which shall be a Business Day), (BII) the aggregate principal amount of the Swingline Loans Loan to be incurred made pursuant to such Borrowing, Borrowing and (CIII) whether such Swingline Loan shall be made and maintained as a Base Rate Loan or an Offered Rate Loan. (c) Without in any way limiting the obligation of the Company on behalf of itself or any other Borrower to confirm in writing any telephonic notice of any Borrowing of Revolving Loans, Swingline Loans or Local Currency Loans, the Administrative Agent or ABN AMRO, as the case may be, or, in the case of Local Currency Loans, the applicable Bank, may act without liability upon the basis of telephonic notice of such Borrowing, believed by the Administrative Agent, ABN AMRO or the applicable Bank, as the case may be, in good faith to be from a Senior Financial Officer of the Company (or from any other officer of the Company designated in writing from time to time by a Senior Financial Officer of the Company as a person entitled to give telephonic notices hereunder), prior to receipt of written confirmation. In each such case, the Administrative Agent's, ABN AMRO's, or the applicable Bank's record of the terms of any such telephonic notice of such Borrowing of Revolving Loans, Swingline Loans or Local Currency Loans, as the proceeds of which are case may be, shall be prima facie correct. Each Subsidiary Borrower irrevocably appoints the Company as its agent hereunder to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowingissue requests for Borrowings on its behalf under Section 1.03. (iid) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(c), with the Borrower Company irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c1.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur (xi) Eurodollar Loans or Bankers’ Acceptance Loans hereunder, the such Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan or Bankers’ Acceptance Loan to be incurred hereunder and (yii) Base Rate Loans hereunder (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing) or Canadian Prime Rate Loans (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing or to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in Schedule 1.01(b)) hereunder, the such Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice (or such shorter period as agreed to by the Administrative Agent in its sole discretion) of each Base Rate Loan or Canadian Prime Rate Loan to be incurred hereunder, ; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such day, in the case of Revolving Loans. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount or Face Amount, as the case may be, of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currencyAvailable Currency), (ii) the date of such Borrowing (which shall be a Business Day), (iii) in the case of a Borrowing of Revolving Loans, whether the Revolving Loans made pursuant to such Borrowing constitute Agent Advances (it being understood that the Administrative Agent shall be under no obligation to make such Agent Advance), (iv) in the case of U.S. Dollar Denominated Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Eurodollar Loans andand if, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Canadian Dollar Denominated Revolving Loans, whether the Revolving Loans the proceeds being incurred pursuant to such Borrowing shall consist of which are to be utilized to financeCanadian Prime Rate Loans or Bankers’ Acceptance Loans and, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith)if Bankers’ Acceptance Loans, the amount term thereof (which shall comply with the requirements of Schedule 1.01(b)) and (vi) whether the Borrowing Availability after giving effect Loans being incurred pursuant to such BorrowingBorrowing shall constitute U.S. Facility Revolving Loans or Canadian Facility Revolving Loans. The Except in the case of Agent Advances, the Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, under a Tranche notice of such proposed BorrowingBorrowing under such Tranche, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency), (ii) the date of such Borrowing (which shall be a Business Day), ) and (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. Each Borrowing shall be made on notice by the Company (aon its own behalf or on behalf of any Designated Borrower) Whenever to the Borrower desires to incur (x) Eurodollar Loans hereunderAdministrative Agent, the Borrower which shall give to each Lender prompt notice thereof by telecopier, given not later than 11:00 A.M. (New York City time) on the Administrative Agent at date of the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan proposed Borrowing if such Borrowing is to be incurred hereunder and (y) comprised of Base Rate Loans hereunder Advances and no earlier than 9:00 A.M. (excluding Swingline Loans New York City time) and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 no later than 4:00 P.M. (New York City time) on the third Business Day prior to such daydate if such Borrowing is to be comprised of Eurocurrency Rate Advances. Each such notice of a Borrowing (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, ) shall be irrevocable and shall be in writingby telecopier, or by telephone promptly confirmed immediately in writing, in substantially the form of Exhibit A-1A-2 hereto, appropriately completed to specifyspecifying therein: (i) the aggregate principal amount name of the Loans to Borrower (which shall be incurred pursuant to such Borrowing (stated in the relevant currencyCompany or a Designated Borrower), (ii) the requested date of such Borrowing (which shall be a Business Day)Borrowing, (iii) whether the Loans being incurred pursuant to Type of Advances comprising such Borrowing are to be initially maintained as Base Rate Loans orBorrowing, to (iv) the extent permitted hereunder, Euro Rate Loans aggregate amount and, if Euro Rate Loansfor any Designated Borrower, the initial Interest Period to be applicable theretoCurrency of such Borrowing, and (v) in the case of a Borrowing consisting of Revolving Loans Eurocurrency Rate Advances, the proceeds initial Interest Period for each such Advance. Each Lender shall, before 1:00 P.M. (Local Time) on the date of which are such Borrowing, make available for the account of its Applicable Lending Office to be utilized to financethe Administrative Agent at the Administrative Agent’s Account for Advances denominated in the relevant Currency, in whole or the relevant Currency and in partsame day funds, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), such Lender’s Pro Rata Share of the requested amount of the Borrowing Availability after giving effect to such Borrowing. The Promptly after the Administrative Agent’s receipt of such funds (and in any event by the close of business New York City time on the date of such Borrowing) and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make the funds so received available to the Company or such other Borrower by depositing the same in such Currency and in immediately available funds into such account of the Company or such other Borrower, as applicable, maintained with the Administrative Agent in New York City (if such Advance is denominated in Dollars) or in the Principal Financial Center for any other Currency (if such Advance is denominated in an Alternate Currency) as shall promptly give each Lender which is required to make Loans have been specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the related Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, an Authorized Representative of the Borrower shall give the Administrative Agent at the Notice Office at least three four Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that that, (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 a.m. (New York City time) on such day. Each such written notice or written confirmation of telephonic notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.101.09, shall be irrevocable and shall be given in writing, or writing by telephone promptly confirmed in writing, the Borrower in the form of Exhibit A-1A, appropriately completed to specify: specify (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, to such Borrowing and (viv) in the case of a Borrowing of Revolving Loans to which account the proceeds of which such Loans are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowingdeposited. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer Representative of the Borrower, Borrower prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made incurred pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the its Notice Office at least one Business Day’s 's prior notice of each Base Rate Loan and at least three Business Days' prior notice of each Eurodollar Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 1:00 P.M. (New York City time) on such day. Each such notice (each, each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be given by the Borrower in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1A, appropriately completed to specify: (i) specify the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Tranche A Term Loans, Tranche B Term Loans or Revolving Loans and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender Bank no later than 1:00 2:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(e), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c1.01(e). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline LenderBank, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline LenderBank, as the case may be, in good faith to be from an Authorized Officer the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer or the Controller of the Borrower, or from any other authorized person of the Borrower designated in writing by the Borrower to the Administrative Agent as being authorized to give such notices, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s 's or the Swingline Lender’s Bank's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, Loans (absent manifest error).

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans hereunder (x) Eurodollar excluding Borrowings of Swingline Loans hereunderand Revolving Loans incurred pursuant to Mandatory Borrowings), an Authorized Representative of the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior written notice of each Eurodollar Loan to be incurred hereunder and (yor telephonic notice promptly confirmed in writing) Base Rate Loans hereunder not later than 10:00 A.M. (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), New York time) on the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice date of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. and not later than 11:00 A.M. (New York City time) on such daythe third Business Day prior to each Eurodollar Loan incurred hereunder. Each such written notice or written confirmation of telephonic notice (each, each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, an Authorized Representative of the Borrower in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Revolving Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), ) and (iii) whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such the Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, an Authorized Representative of the Borrower shall give the Swingline Lender no not later than 1:00 P.M. 12:00 Noon (New York City time) on the date that a Swingline Loan is to be incurred, written notice (or telephonic notice promptly confirmed in writing writing) of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c1.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing Borrowing, conversion or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing Borrowing, conversion or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer Representative of the Borrower, Borrower prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or 's and the Swingline Lender’s 's record of the terms of such telephonic notice of such Borrowing Borrowing, conversion or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires Borrowers desire to incur (x) Eurodollar make a Borrowing of Term Loans hereunder, the Lead Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the its Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least three Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan to be incurred made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such dayday (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion); provided further that that if the Borrowers wish to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to each Lender with a Commitment of the relevant Tranche 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 requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Lead Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by such Lenders. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.102.11, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writingwriting by or on behalf of the Borrowers, in the form of Exhibit A-1A-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of the relevant Borrower, appropriately completed to specify: (i) the aggregate principal amount of the Term Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Term Loans or, to the extent permitted hereunder, Euro or LIBO Rate Term Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans LIBO Rate Term Loans, the proceeds of which are Interest Period to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowinginitially applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur make a Borrowing hereunder (x) Eurodollar excluding Borrowings of Swingline Loans hereunderand Mandatory Borrowings), the Borrower it shall give the Administrative Agent at the its Notice Office at least one Business Day's prior notice of each Base Rate Loan and at least three Business Days’ ' prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such day. Each such notice (each, each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be given by the Borrower in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1A, appropriately completed to specify: (i) specify the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur make a Borrowing of Swingline Loans hereunder, the Borrower it shall give the Swingline Lender no BTCo not later than 1:00 P.M. 12:00 Noon (New York City time) on the date that a Swingline Loan is to be incurredmade, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred made hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred made pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c1.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any such Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, BTCo may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may beBorrowing, believed by the Administrative Agent or the Swingline Lender, as the case may be, BTCo in good faith to be from an Authorized Officer the President, any Vice President or the Treasurer of the Borrower, or from any other authorized officer of the Borrower designated by the Borrower to the Administrative Agent, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s BTCo's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. The Borrower agrees to deliver to the Administrative Agent a Borrowing Request no later than (a) Whenever 12:00 P.M. at least one Domestic Business Day prior to the proposed Borrowing Date in the case of Loans that consist of ABR Loans and (b) 12:00 P.M. at least three Eurodollar Business Days prior to the proposed Borrowing Date in the case of Loans that consist of Eurodollar Loans; provided, that, notwithstanding the foregoing, a Borrowing Request delivered by the Borrower desires may state that such Borrowing Request is conditioned upon the consummation of the Aetna Acquisition having occurred or occurring substantially concurrently with the making and the funding of the Loans being requested thereunder (such Borrowing Request to incur (x) Eurodollar Loans hereunderspecify the proposed effective date of the Aetna Acquisition), in which case such notice may be revoked by the Borrower shall give (by notice to the Administrative Agent at the Notice Office at least three Business Days’ on or prior notice of each Eurodollar Loan to be incurred hereunder such specified effective date) if such condition is not satisfied and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give indemnifies the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunderLenders in accordance with Section 3.05, provided that (in each case) any such if applicable. Such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: specify (i) the aggregate principal amount of the Loans requested to be incurred pursuant to such Borrowing (stated in borrowed under the relevant currency)Commitments, (ii) the date of such proposed Borrowing (which shall be a Business Day)Date, (iii) whether the borrowing of Loans being incurred pursuant to such Borrowing are is to be initially maintained made as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, an ABR Loan or as a Eurodollar Loan and (viv) the Interest Period, in the case of a Borrowing Eurodollar Loan; provided, however, that such notice shall not include any representations and warranties or any certifications, in each case, as a condition to the funding of Revolving Loans all the proceeds of which are Loans. Each Eurodollar Loan to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of made on the Borrowing Availability after giving effect to such BorrowingDate shall equal no less than $10,000,000, or an integral multiple of $1,000,000 in excess thereof. Each ABR Loan made on the Borrowing Date shall equal no less than $5,000,000 or an integral multiple of $500,000 in excess thereof. The Administrative Agent shall promptly give notify each Lender which is required (by telephone or otherwise, such notification to make Loans specified in the respective Notice of Borrowingbe confirmed by fax, notice email or other writing) of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence Borrowing Request. Subject to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing its receipt of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable from the Administrative Agent and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, subject to the making of terms and conditions hereof, each Lender shall make immediately available funds available to the Mandatory Borrowings as Administrative Agent at the address therefor set forth in Section 2.01(c). (c) Without 10.02 not later than 9:00 A.M. on the Borrowing Date in any way limiting the obligation of the Borrower an amount equal to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errorCommitment.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Revolving Loans hereunder (excluding Swingline Borrowings of Canadian Prime Rate Loans and Revolving to the extent resulting from automatic conversions of Bankers’ Acceptance Loans made pursuant to a Mandatory Borrowingas provided in clause (i) of Schedule III), the Borrower it shall give the Administrative Agent at the Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan or Canadian Prime Rate Loan and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Euro Rate Loan or Bankers’ Acceptance Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such day. Each such written notice or written confirmation of telephonic notice (each, each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, the respective Borrower in the form of Exhibit A-1, A appropriately completed to specify: specify (i) the name of such Borrower or Borrowers, (ii) the aggregate principal amount (or Face Amount, as the case may be) of the Revolving Loans to be incurred pursuant to such Borrowing (stated in the relevant currencyApplicable Currency), (iiiii) the date of such Borrowing (which shall be a Business Day), (iiiiv) in the case of Dollar Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans oror Eurodollar Loans, (v) in the case of Canadian Revolving Loans, whether the Revolving Loans being made pursuant to the extent permitted hereunder, Euro such Borrowing are to be initially maintained as Canadian Prime Rate Loans or Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of clause (a) of Schedule III), (vi) in the case of Euro Rate Loans, the initial Interest Period to be applicable thereto, and (vvii) whether the Revolving Loans are Dollar Revolving Loans, or, in the case of a Borrowing of Alternate Currency Revolving Loans, the specific Alternate Currency Revolving Loan Sub-Tranche pursuant to which such Alternate Currency Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowingincurred. The Administrative Agent shall promptly give each Lender which is required to make Revolving Loans of the Alternate Currency Revolving Loan Sub-Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. Notwithstanding anything to the contrary contained in this Agreement, unless the Administrative Agent otherwise agrees, no more than four Notices of Borrowing may be given in any 30 consecutive day period. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the any Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loanspermitted to be given hereunder, the Administrative Agent or the Swingline LenderIssuing Bank (in the case of issuances of Letters of Credit), as the case may be, may act without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may benotice, believed by the Administrative Agent or the Swingline LenderIssuing Bank, as the case may be, in good faith to be from an Authorized Officer of the Borrower, such Borrower prior to receipt of written confirmation. In each such case, the each Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline LenderIssuing Bank’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errornotice.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur (xi) Eurodollar LIBOR Loans hereunderor EURIBOR Loans hereunder (excluding UK Swingline Loans and UK Revolving Loans made pursuant to a Mandatory UK Borrowing), the such Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar LIBOR Loan or EURIBOR Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day, or, in the case of any UK Revolving Loans, 10:00 A.M. (New York City time) on such day, or, in the case of any Canadian Revolving Loans, 10:00 A.M. (Toronto time) on such day), (ii) Base Rate Loans hereunder (including Agent Advances, but excluding US Swingline Loans and US Revolving Loans made pursuant to a Mandatory US Borrowing), such Borrower shall give the Administrative Agent at the Notice Office notice no later than 11:00 A.M. (New York City time) on the date of each Base Rate Loan to be incurred hereunder and (iii) Canadian Prime Rate Loans hereunder, such Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Canadian Prime Rate Loan to be incurred hereunder (provided that any such notice shall be deemed to have been given on a certain day only if given before 10:00 A.M. (Toronto time) on such day). Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (iA) the aggregate principal amount of the Revolving Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiB) the date of such Borrowing (which shall be a Business Day), (iiiC) whether the Revolving Loans made pursuant to such Borrowing constitute US Revolving Loans, UK Revolving Loans or Canadian Revolving Loans, (D) whether the Revolving Loans made pursuant to such Borrowing constitute Agent Advances (it being understood that the Administrative Agent shall be under no obligation to make such Agent Advance), (E) in the case of US Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate LIBOR Loans and, if Euro Rate US LIBOR Loans, the initial Interest Period to be applicable thereto, and (vF) in the case of a Borrowing of UK Revolving Loans whether EURIBOR Loans or UK LIBOR Loans, the proceeds of which are initial Interest Period to be utilized applicable thereto and whether denominated in Pounds Sterling or Euros, (G) in the case of Canadian Revolving Loans, whether the respective Borrowing shall consist of Canadian Prime Rate Loans or, to financethe extent permitted hereunder, Canadian LIBOR Loans and, if Canadian LIBOR Loans, the initial Interest Period to be applicable thereto and (H) the US Borrowing Base, the UK Borrowing Base and the Canadian Borrowing Base at such time (based on the Borrowing Base Certificate last delivered). Except as provided in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewithSection 2.04(e), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the a US Borrower desires to incur US Swingline Loans hereunder, the such Borrower shall give the Swingline Lender no later than 1:00 2:00 P.M. (New York City time) on the date that a US Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each US Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), and (B) the aggregate principal amount of the US Swingline Loans to be incurred pursuant to such Borrowing. (ii) Whenever a UK Borrower desires to incur UK Swingline Loans hereunder, such Borrower shall give the Swingline Lender one Business Days’ prior notice of each UK Swingline Loan to be incurred hereunder; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 10:00 A.M. (New York City time) on such day or such later time as shall be acceptable to the Administrative Agent (which such notice shall be written notice or telephonic notice promptly confirmed in writing). Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), and (CB) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the aggregate principal amount of the Borrowing Availability after giving effect UK Swingline Loans to be incurred pursuant to such Borrowing. (iiiii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(cSections 2.01(f) or 2.01(g), as applicable, with the respective Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c2.01(f) or 2.01(g), as applicable. (c) Without in any way limiting the obligation of the any Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the such Borrower, prior to receipt of written confirmation. In each such case, the such Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower it shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) at the Notice Office at least three two (2) Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower it shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.102.09, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: specify (i) the aggregate principal amount date of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency), (ii) the date of such Borrowing (which shall be a Business DayDay after the Effective Date but, in the case of the Initial Borrowing Date, no later than November 30, 2006), (ii) the amount of the Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of the Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loansit may give hereunder by telephone, the Administrative Agent or the Swingline Lender, as the case may be, may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an a Authorized Officer of the Borrower, Borrower prior to receipt of written confirmation. In each such case, case the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of any such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur (x) Eurodollar LIBOR Loans or Canadian CDOR Rate Loans hereunder, the such Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar LIBOR Loan or Canadian CDOR Rate Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing) or Canadian Prime Rate Loans (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the such Borrower shall give the Administrative Agent at the Notice Office (1) notice of each Base Rate Loan on the Business Day it desires to incur the Base Rate Loan and (2) at least one Business Day’s prior notice of each Base Canadian Prime Rate Loan to be incurred hereunderLoan, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon. (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currencyAvailable Currency), (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute A Term Loans, B Term Loans or Revolving Loans, (iv) in the case of U.S. Dollar Denominated Loans, whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto, (v) in the case of Canadian Dollar Denominated Loans, whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Canadian Prime Rate Loans or, to the extent permitted hereunder, Canadian CDOR Rate Loans and, if Euro Canadian CDOR Rate Loans, the initial Interest Period to be applicable thereto, and (vvi) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability Total Unutilized Revolving Loan Commitment after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the a Borrower desires to incur Swingline Loans hereunder, the such Borrower shall give the Swingline Lender no later than 1:00 P.M. 12:00 Noon (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such BorrowingBorrowing (stated in the Available Currency), and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability Total Unutilized Revolving Loan Commitment after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c2.01(e), with the Borrower Borrowers irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c2.01(e). (c) Without in any way limiting the obligation of the any Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the such Borrower, prior to receipt of written confirmation. In each such case, the such Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires With respect to incur (x) Eurodollar Loans hereunderany Borrowing in respect of a Tranche, the an Authorized Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. not later than 1:00 p.m. (New York City time): (x) on such day. Each such notice the Business Day prior to each Base Rate Borrowing; or (eachy) the fourth (4th) Euro-Dollar Business Day before each Euro-Dollar Borrowing denominated in Dollars, a “Notice of Borrowing”Canadian Dollars, Pounds Sterling or Euros; or (z) the fifth (5th) Euro-Dollar Business Day before each Euro-Dollar Borrowing denominated in an Alternate Currency (other than Canadian Dollars, Pounds Sterling or Euros), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writingspecifying, or by telephone promptly confirmed in writing, in the form case of Exhibit A-1clauses (vii) and (viii), appropriately completed to specify: certifying: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency), (ii) the date of such Borrowing (Borrowing, which shall be a Business Day in the case of a Base Rate Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing; provided, that, in the case of a Borrowing denominated in Euros, such Euro-Dollar Business Day shall also be a London Business Day and, in the case of a Borrowing denominated in Canadian Dollars, such Euro-Dollar Business Day shall also be a Toronto Business Day), ; (ii) the aggregate amount of such Borrowing and the applicable Tranche; (iii) whether the Loans being incurred pursuant to comprising such Borrowing are to be initially maintained as Base Rate Loans oror Euro-Dollar Loans and if Euro-Dollar Loans are requested other than in Dollars, to the extent permitted hereundertype and amount of Alternate Currency Loans being requested (it being understood that in the case of Canadian Dollar Loans, Euro Rate that such Borrower may only request such Loans and, if Euro Rate utilizing Canadian LIBOR); (iv) information regarding the Aggregate Loans, the initial Interest Period to Letters of Credit Usage and the Rupee Letter of Credit Usage substantially in the form set forth Schedule 2.2, completed by Borrower and demonstrating and certifying that the requested aggregate Loans are less than the outstanding Commitments and applicable Currency Commitment(s) and may be applicable thereto, and made in accordance with the Tranche Percentages; (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith)Euro-Dollar Borrowing, the amount duration of the Borrowing Availability after giving effect Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (vi) payment instructions for deliver of such Borrowing; (vii) that no Default or Event of Default has occurred or is continuing; and (viii) that it is an Authorized Borrower with regard to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (ib) Whenever the Borrower desires to incur Swingline Loans hereunder, the An Authorized Borrower shall give the Swingline Lender Administrative Agent, and the Fronting Bank, written notice in the event that it desires to have Letters of Credit issued hereunder in respect of a Tranche no later than 1:00 P.M. p.m. (New York City time) at least five (5) Business Days prior to, but excluding, the date of such issuance. Each such notice shall specify: (i) the individual amount of each requested Letter of Credit; (ii) the aggregate amount of the requested Letters of Credit and the applicable Tranche; (iii) currency of each requested Letter of Credit; (iv) the date of such issuance (which shall be a Business Day (and, in the case of a Letter of Credit denominated in an Alternate Currency, a Euro-Dollar Business Day)); (v) the name and address of the beneficiary; (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the Maturity Date); (vii) the purpose and circumstances for which such Letter of Credit is being issued; (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank); and (ix) a certification substantially in the form of Schedule 2.2. Such notice shall further certify that no Default or Event of Default has occurred or is continuing. Each such notice may be revoked telephonically by the Borrower requesting issuance of such Letter of Credit to the Fronting Bank and the Administrative Agent not less than one (1) Business Day with respect to Letter of Credit that is not a bank guaranty, and, as applicable, one (1) Euro-Dollar Business Day with respect to Letter of Credit that is a bank guaranty, prior to the issuance of such Letter of Credit by the Fronting Bank, provided such revocation is confirmed in writing by such Borrower to the Fronting Bank and the Administrative Agent by facsimile within one (1) Business Day with respect to Letter of Credit that is not a bank guaranty, and, as applicable, one (1) Euro-Dollar Business Day with respect to Letter of Credit that is a bank guaranty. Notwithstanding anything contained herein to the contrary, each Borrower shall complete and deliver to the Fronting Bank any required documentation in connection with any Letter of Credit requested by it no later than the second (2nd) Business Day prior to the date of issuance thereof. No later than 1:00 p.m. (New York City time) on the date that a Swingline Loan is to be incurredfive (5) Business Days prior to, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) but excluding, the date of Borrowing issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that a Letter of Credit shall require payment against a conforming draft to be made thereunder on the third Business Day following the date that such draft is presented, provided such presentation is made no later than 1:00 p.m. (which New York City time) (except that if the beneficiary of any Letter of Credit, denominated in Dollars, requests at the time of the issuance of its Letter of Credit that payment be made on the same Business Day against a conforming draft, such beneficiary shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant entitled to such Borrowinga same day draw, provided such draft is presented to the Fronting Bank no later than 1:00 p.m. (New York City time) and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with provided further the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, shall have requested to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, Fronting Bank and the Administrative Agent or that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Swingline Lender, as Fronting Bank shall be responsible only to determine that the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith documents and certificates required to be from an Authorized Officer delivered under the Letter of Credit have been delivered and that they comply on their face with the Borrower, prior to receipt requirements of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record that Letter of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errorCredit.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Initial Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ (or, in the case of the Initial Borrowing Date, same Business Day’s) prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Initial Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 A.M. (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1A or another form acceptable to the Administrative Agent, appropriately completed to specify: (i) the aggregate principal amount of the Initial Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), and (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Initial Loans prior to the proceeds Merger Closing Date, detailed calculations of which are the Blocked Amount (with a breakdown to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith)show the B-1 Blocked Amount, the amount of B-2 Blocked Amount and the Borrowing Availability after giving effect to such BorrowingTerm Loan Blocked Amount). The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (ib) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c)[Intentionally Omitted]. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar make a Borrowing of Term Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the its Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least three Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan to be incurred made hereunder, ; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such dayday (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion). Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.102.11, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writingwriting by or on behalf of the Borrower, in the form of Exhibit A-1A-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of the Borrower to specify: (i) the aggregate principal amount of the Term Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Initial Term Loans, Term B Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Term Loans or, to the extent permitted hereunder, Euro or LIBO Rate Term Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans LIBO Rate Term Loans, the proceeds of which are Interest Period to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowinginitially applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunderTerm Loans, the Borrower shall give the Administrative Agent at the Notice Administrative Agent’s Office prior to 12:00 p.m. (New York City time) (i) in the case of a Borrowing of ABR Loans, at least one Business Day’s prior written notice, (ii) in the case of a Borrowing of LIBOR Loans denominated in Dollars, at least three Business Days’ Day’s prior written notice (or, in the case of each Eurodollar Loan a Borrowing of Initial Term Loans to be incurred hereunder made on the Closing Date, one Business Day; provided that the Borrower shall give the Administrative Agent such notice prior to 2:00 p.m. (New York City time) on such date, it being understood that such Notice of Borrowing shall be subject to the provisions of Section 2.11), (iii) in the case of a Borrowing of LIBOR Loans denominated in Euro, Sterling, Swiss Francs or Canadian Dollars, at least four Business Day’s prior written notice and (iv) in the case of a Borrowing of LIBOR Loans denominated in Yen and any other Alternative Currency, at least five Business Day’s prior written notice. Such notice (a “Notice of Borrowing”, substantially in the form of Exhibit K) shall specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing (which, in the case of a Borrowing of Initial Term Loans, shall be the Closing Date) and (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Term Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. A Notice of Borrowing may be in such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by an Authorized Officer of the Borrower. A Notice of Borrowing may be given by (x) telephone or (y) Base Rate a written Notice of Borrowing (provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a written Notice of 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 Borrowing of LIBOR Loans hereunder (excluding Swingline Loans and Revolving Loans made 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 a Mandatory Borrowingthis Section 2.3(a) (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing. (b) Whenever the Borrower desires to incur Revolving Credit Loans (other than borrowings to repay Unpaid Drawings), than the Borrower shall give the Administrative Agent at the Notice Office Administrative Agent’s Office, (i) prior to 12:00 noon (New York City Time) at least one three Business Day’s Days’ prior written notice of each Base Rate Loan Borrowing of LIBOR Loans that are Revolving Credit Loans and (ii) prior to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 a.m. (New York City time) on the day of such dayBorrowing prior written notice of each Borrowing of Revolving Credit Loans that are ABR Loans. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: specify (iA) the aggregate principal amount of the Revolving Credit Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiB) the currency of the Revolving Credit Loans to be borrowed, (C) the date of such Borrowing (which shall be a Business Day), ) and (iiiD) whether the respective Borrowing shall consist of ABR Loans being incurred pursuant to such Borrowing or LIBOR Loans that are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Revolving Credit Loans and, if Euro Rate LIBOR Loans that are Revolving Credit Loans, the initial Interest Period to be initially applicable thereto. If the Borrower fails to specify a currency in a Notice of Borrowing, and (v) then the Loans so requested shall be made in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such BorrowingDollars. The Administrative Agent shall promptly give each Revolving Credit Lender which is required to make Loans specified in the respective Notice of Borrowing, written notice of such each proposed BorrowingBorrowing of Revolving Credit Loans, of such Lender’s proportionate share thereof Revolving Credit Commitment Percentage thereof, of the identity of the Borrower, and of the other matters required covered by the immediately preceding sentence to be specified in the related Notice of Borrowing. (ic) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. written notice in the form of Exhibit K with a copy to the Administrative Agent of each Borrowing of Swingline Loans prior to 2:00 p.m. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereundersuch Borrowing. Each such notice shall specify (x) the aggregate principal amount of the Swingline Loans to be irrevocable made pursuant to such Borrowing and specify in each case (Ay) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (iid) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c2.1(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in such Section. (e) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 2.01(c3.4(a). (cf) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loansit shall give hereunder by telephone (which obligation is absolute), the Administrative Agent or the Swingline Lender, as the case may be, may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower Each Committed Loan shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, Borrowing (substantially in the form of Exhibit A-1, appropriately completed B-1) given by Borrower to specify: Agent at the Agency Office not later than 12:00 Noon (local time in the city where the Agency Office is situated) on (i) the aggregate principal amount third Banking Day prior to the date of the proposed Committed Loan, in the case of any Eurodollar Committed Loan, or (ii) the Banking Day prior to the date of the proposed Committed Loan, in the case of any Base Rate Loan. Agent shall give to each Bank prompt notice thereof by telex, cable or telefacsimile. Committed Loans to may also be incurred requested by telephonic request made no later than the time by which the Notice of Borrowing would otherwise be due pursuant to the preceding sentence, provided that a Notice of Borrowing confirming such Borrowing telephonic request is received by Agent no later than 12:00 Noon (stated local time in the relevant currency), city where the Agency Office is situated) on the Banking Day prior to such Committed Loan. Each Notice of Borrowing or telephonic request for a Committed Loan shall specify (ii1) the date of such Borrowing Committed Loan, (which shall 2) the amount of such Committed Loan, (3) whether such Committed Loan is to be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable theretoLoan or a Eurodollar Committed Loan, and (v4) if such Committed Loan is to be a Eurodollar Committed Loan, the Interest Period with respect thereto. Each Bank shall, before 12:00 Noon (local time in the case of a Borrowing of Revolving Loans city where the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which Agency Office is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City timesituated) on the date of such Committed Loan, make available to Agent at the Agency Office, in same day funds in Dollars for credit to the Applicable Agent's Account, such Bank's ratable portion of such Committed Loan and, unless Agent has been notified by a Bank pursuant to Section 2.1(f) that a Swingline Loan is such Bank will not make available its ratable portion of such Committed Loan, Agent will make such funds available to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) Borrower at the Agency Office on the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such BorrowingCommitted Loan. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s (or, in the case of the Initial Borrowing Date, same Business Day’s) prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 A.M. (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1A-1 or another form acceptable to the Administrative Agent, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute B-1 Term Loans, B-2 Term Loans or Revolving Loans, it being understood that the incurrence of B-2 Term Loans shall be subject to the restrictions contained in sub-clause (w) of Section 2.01(a)(ii), (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Term Loans prior to the proceeds Merger Closing Date, detailed calculations of which are the Blocked Amount (with a breakdown to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith)show the B-1 Blocked Amount, the amount of B-2 Blocked Amount and the Borrowing Availability after giving effect to such BorrowingBridge Loan Blocked Amount). The Administrative Agent shall promptly give each Lender which is required to make Loans of any Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c2.01(d), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c2.01(d); provided, however, that the making of such Mandatory Borrowings shall not constitute a representation or warranty by Holdings or the Borrower that any of the conditions specified in Sections 6, 7 or 8 are satisfied as of the time such Mandatory Borrowings are made. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing)hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder; provided, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 A.M. (New York City time) on such day. Each such notice (each, each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), and (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline LenderAgent, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur (x) Eurodollar Euro Rate Loans (excluding Borrowings of Swingline Loans and Mandatory Borrowings) or B/A Equivalent Loans hereunder, the such Borrower shall give the Administrative Agent at the Notice Office no later than 2:00 p.m. (New York time) at least three (3) Business Days’ prior notice of each Eurodollar Euro Rate Loan or B/A Equivalent Loan to be incurred hereunder and hereunder, (y) Base Rate Loans hereunder (excluding Borrowings of Swingline Loans and Revolving Loans made pursuant to a Mandatory BorrowingBorrowings), the such Borrower shall give the Administrative Agent prior notice at the Notice Office no later than 2:00 p.m. (New York time) at least one (1) Business Day’s prior notice of each Base Rate Loan to be incurred hereunderhereunder (or in the case of such Loans made to the U.S. Borrowers, provided that on the same date as such Base Rate Loan) and (in each casez) any Canadian Prime Rate Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), such notice Borrower shall be deemed to have been given on a certain day only if given before 2:00 P.M. give the Administrative Agent at the Notice Office no later than 12:00 noon (New York City time) on such dayat least one (1) Business Day’s prior notice of each Canadian Prime Rate Loan to be incurred hereunder. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currencyapplicable Available Currency), (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the applicable Borrowing shall consist of U.S. Borrower Revolving Loans, Canadian Revolving Loans or European Borrower Revolving Loans, (iv) in the case of Dollar Denominated Loans, whether the Dollar Denominated Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be initially applicable thereto, and (v) in the case of a Borrowing of Revolving Euro Denominated Loans and Other Foreign Currency Denominated Loans, the proceeds of which are Interest Period to be utilized to financeinitially applicable thereto, and (vi) in whole the case of Canadian Dollar Denominated Loans, whether the applicable Borrowing shall consist of Canadian Prime Rate Loans or in partB/A Equivalent Loans and, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith)if B/A Equivalent Loans, the amount of the Borrowing Availability after giving effect to such Borrowingterm thereof. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the a Borrower desires to incur make a Borrowing of (x) U.S. Borrower Swingline Loans or Canadian Borrower Swingline Loans hereunder, the such Borrower shall give the relevant Swingline Lender no Lender, not later than 1:00 P.M. p.m. (New York City time) on the date that a such relevant Swingline Loan is to be incurredmade or (y) European Borrower Swingline Loans hereunder, such Borrower shall give the relevant Swingline Lender, not later than 1:00 p.m. (London time) on the date such European Borrower Swingline Loan is to be made, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred made hereunder. Each such notice shall be irrevocable and specify shall be given by or on behalf of the respective Borrower in each case the form of Exhibit A-l, appropriately completed to specify: (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred made pursuant to such Borrowing, Borrowing and (C) in the case of a Borrowing of Canadian Borrower Swingline Loans or European Borrower Swingline Loans, the proceeds of relevant Available Currency in which such Swingline Loans are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowingdenominated. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the U.S. Borrowers, the European Borrower or the Canadian Borrower, as applicable, irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans make a Borrowing hereunder (excluding Borrowings of Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower it shall give the Administrative Agent at the its Notice Office at least one Business Day’s 's prior written (or telephonic promptly confirmed in writing) notice of each Base Rate Loan and at least three Business Days' prior written (or telephonic promptly confirmed in writing) notice of each Eurodollar Loan to be incurred made hereunder, ; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such day. Each day (each such written notice (each, or written confirmation of telephonic notice a “"Notice of Borrowing”"), except . Except as otherwise expressly provided in Section 2.101.11, whenever the Borrower desires to incur Swingline Loans hereunder, it shall provide BTCo with a Notice of Borrowing not later than 12:00 Noon (New York time) on the day such Swingline Loan is to be made hereunder. Each such notice shall be irrevocable and shall (x) specify in each case the date of such Borrowing (which shall be in writing, or a Business Day) and (y) be given by telephone promptly confirmed in writing, the Borrower in the form of Exhibit A-1A, appropriately completed to specify: (i) specify the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred made pursuant to such Borrowing shall constitute Term Loans or Revolving Loans and whether, subject to the other terms and provisions hereof, the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, reasonably believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, Borrower prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the The Administrative Agent’s 's or BTCo's, as the Swingline Lender’s case may be, record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, shall be conclusive absent manifest error. (c) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(e), with the Borrower hereby irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 1.01(e).

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar LIBOR Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three (3) Business Days’ prior notice of each Eurodollar LIBOR Loan to be incurred hereunder and or (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one (1) Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, ; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) 12:00 noon on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, substantially in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), ) and (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate LIBOR Loans and, if Euro Rate LIBOR Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Class specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) p.m. on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error, gross negligence, bad faith or willful misconduct.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereundera Revolving Loan, the Borrower it shall give the Administrative Agent at the Notice Office Agent, prior to 12:00 noon (Cleveland time), at least three Business two (2) Cleveland Banking Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Revolving Loan to be subject to the LIBOR Rate Option and at least one (1) Cleveland Banking Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Revolving Loan to be incurred hereunder and (y) subject to the Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such dayOption. Each such notice (each, a “Notice of Borrowing”), except ” a form of which is attached hereto as otherwise expressly provided in Section 2.10, Exhibit F) shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: specify (i) the aggregate principal amount of the Loans each Revolving Loan to be incurred pursuant made, which shall be an amount equal to such Borrowing (stated in the relevant currency)an integral multiple of $500,000, (ii) the date of such Borrowing Revolving Loan(s) is to be made (which shall be a Business Cleveland Banking Day and, in the case of a Revolving Loan based on the LIBOR Rate Option, a London Banking Day), and (iii) whether the Loans being incurred pursuant Revolving Loan(s) shall be subject to such Borrowing are to be initially maintained as the Base Rate Loans or, to Option or the extent permitted hereunder, Euro Libor Rate Loans Option and, if Euro Rate Loansin the latter case, the initial Interest Period to be initially applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified Bank written notice (or telephonic notice promptly confirmed in the respective Notice writing) of Borrowing, notice of such each proposed BorrowingRevolving Loan, of such LenderBank’s proportionate Pro rata share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loanspermitted to be given hereunder, the Administrative Agent or the Swingline Lendermay, as the case may beprior to receipt of written confirmation, may act without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may benotice, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Fiscal Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice. (c) Whenever the Borrower desires to incur a Swing Loan, it shall give the Agent, prior to 2:00 p.m. (Cleveland time) on the proposed date of borrowing of any Swing Loan, written notice (or telephonic notice promptly confirmed in writing) in the form of a Notice of Borrowing of each such Swing Loan. The Agent shall promptly give each Swing Line Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Swing Loan, of such Swing Line Lender’s pro rata share thereof and of other matters covered by the Notice of Borrowing or prepayment of Loans, as the case may be, absent manifest errorrelating to such Swing Loan.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunderTerm Loans, the Borrower shall give the Administrative Agent at the Notice Administrative Agent’s Office prior to 12:00 p.m. (New York City time) (i) in the case of a Borrowing of ABR Loans, at least one Business Day’s prior written notice, (ii) in the case of a Borrowing of LIBOR Loans denominated in Dollars, at least three Business Days’ Day’s prior written notice (or, in the case of each Eurodollar Loan a Borrowing of Initial Term Loans to be incurred hereunder made on the Closing Date, one Business Day; provided that the Borrower shall give the Administrative Agent such notice prior to 2:00 p.m. (New York City time) on such date, it being understood that such Notice of Borrowing shall be subject to the provisions of Section 2.11), (iii) in the case of a Borrowing of LIBOR Loans denominated in Euro, Sterling, Swiss Francs or Canadian Dollars, at least four Business Day’s prior written notice and (iv) in the case of a Borrowing of LIBOR Loans denominated in Yen and any other Alternative Currency, at least five Business Day’s prior written notice. Such notice (a “Notice of Borrowing”, substantially in the form of Exhibit K) shall specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing (which, in the case of a Borrowing of Initial Term Loans, shall be the Closing Date) and (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Term Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. A Notice of Borrowing may be in such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by an Authorized Officer of the Borrower. A Notice of Borrowing may be given by (x) telephone or (y) Base Rate a written Notice of Borrowing (provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a written Notice of 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 Borrowing of LIBOR Loans hereunder (excluding Swingline Loans and Revolving Loans made 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 a Mandatory Borrowingthis Section 2.3(a) (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing. (b) Whenever the Borrower desires to incur Revolving Credit Loans (other than borrowings to repay Unpaid Drawings), thanthen the Borrower shall give the Administrative Agent at the Notice Office Administrative Agent’s Office, (i) prior to 12:00 noon (New York City Time) at least one three Business Day’s Days’ prior written notice of each Base Rate Loan Borrowing of LIBOR Loans that are Revolving Credit Loans and (ii) prior to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 a.m. (New York City time) on the day of such dayBorrowing prior written notice of each Borrowing of Revolving Credit Loans that are ABR Loans. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: specify (iA) the aggregate principal amount of the Revolving Credit Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiB) the currency of the Revolving Credit Loans to be borrowed, (C) the date of such Borrowing (which shall be a Business Day), ) and (iiiD) whether the respective Borrowing shall consist of ABR Loans being incurred pursuant to such Borrowing or LIBOR Loans that are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Revolving Credit Loans and, if Euro Rate LIBOR Loans that are Revolving Credit Loans, the initial Interest Period to be initially applicable thereto. If the Borrower fails to specify a currency in a Notice of Borrowing, and (v) then the Loans so requested shall be made in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such BorrowingDollars. The Administrative Agent shall promptly give each Revolving Credit Lender which is required to make Loans specified in the respective Notice of Borrowing, written notice of such each proposed BorrowingBorrowing of Revolving Credit Loans, of such Lender’s proportionate share thereof Revolving Credit Commitment Percentage thereof, of the identity of the Borrower, and of the other matters required covered by the immediately preceding sentence to be specified in the related Notice of Borrowing. (ic) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. written notice in the form of Exhibit K with a copy to the Administrative Agent of each Borrowing of Swingline Loans prior to 2:00 p.m. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereundersuch Borrowing. Each such notice shall specify (x) the aggregate principal amount of the Swingline Loans to be irrevocable made pursuant to such Borrowing and specify in each case (Ay) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (iid) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c2.1(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in such Section. (e) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 2.01(c3.4(a). (cf) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loansit shall give hereunder by telephone (which obligation is absolute), the Administrative Agent or the Swingline Lender, as the case may be, may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur (x) Eurodollar Euro Rate Loans (excluding Borrowings of Swingline Loans and Mandatory Borrowings) or B/A Equivalent Loans hereunder, the such Borrower shall give the Administrative Agent at the Notice Office no later than 2:00 p.m. (New York time) at least three (3) Business Days’ prior notice of each Eurodollar Euro Rate Loan or B/A Equivalent Loan to be incurred hereunder and hereunder, (y) Base Rate Loans hereunder (excluding Borrowings of Swingline Loans and Revolving Loans made pursuant to a Mandatory BorrowingBorrowings), the such Borrower shall give the Administrative Agent prior notice at the Notice Office no later than 2:00 p.m. (New York time) at least one (1) Business Day’s prior notice of each Base Rate Loan to be incurred hereunderhereunder (or in the case of such Loans made to the U.S. Borrowers, provided that on the same date as such Base Rate Loan) and (in each casez) any Canadian Prime Rate Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), such notice Borrower shall be deemed to have been given on a certain day only if given before 2:00 P.M. give the Administrative Agent at the Notice Office no later than 12:00 noon (New York City time) on such dayat least one (1) Business Day’s prior notice of each Canadian Prime Rate Loan to be incurred hereunder. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currencyapplicable Available Currency), (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the applicable Borrowing shall consist of U.S. Borrower Revolving Loans, Canadian Revolving Loans or European Borrower Revolving Loans, (iv) in the case of Dollar Denominated Loans, whether the Dollar Denominated Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be initially applicable thereto, and (v) in the case of a Borrowing of Revolving Euro Denominated Loans and Other Foreign Currency Denominated Loans, the proceeds of which are Interest Period to be utilized to financeinitially applicable thereto, and (vi) in whole the case of Canadian Dollar Denominated Loans, whether the applicable Borrowing shall consist of Canadian Prime Rate Loans or in partB/A Equivalent Loans and, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith)if B/A Equivalent Loans, the amount of the Borrowing Availability after giving effect to such Borrowingterm thereof. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the a Borrower desires to incur make a Borrowing of (x) U.S. Borrower Swingline Loans or Canadian Borrower Swingline Loans hereunder, the such Borrower shall give the relevant Swingline Lender no Lender, not later than 1:00 P.M. p.m. (New York City time) on the date that a such relevant Swingline Loan is to be incurredmade or (y) European Borrower Swingline Loans hereunder, such Borrower shall give the relevant Swingline Lender, not later than 1:00 p.m. (London time) on the date such European Borrower Swingline Loan is to be made, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred made hereunder. Each such notice shall be irrevocable and specify shall be given by or on behalf of the respective Borrower in each case the form of Exhibit A-l, appropriately completed to specify: (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred made pursuant to such Borrowing, Borrowing and (C) in the case of a Borrowing of Canadian Borrower Swingline Loans or European Borrower Swingline Loans, the proceeds of relevant Available Currency in which such Swingline Loans are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowingdenominated. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the U.S. Borrowers, the European Borrower or the Canadian Borrower, as applicable, irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the any Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent Agent, or the relevant Swingline Lender, as Lender (in the case may be, of a Borrowing of Swingline Loans) may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, reasonably believed by the Administrative Agent Agent, or such Swingline Lender, as the case, may be, in good faith to be from the president, the chief executive officer or a Financial Officer of such Borrower, or from any other authorized officer of such Borrower designated in writing by such Borrower to the Administrative Agent, as applicable, or the Swingline Lender, as the case may be, in good faith as being authorized to be from an Authorized Officer of the Borrowergive such notices, prior to receipt of written confirmation. In each such case, the such Borrower hereby waives the right to dispute the Administrative Agent’s ’s, or the Swingline Lender’s ’s, as the case may be, record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower Each Committed Loan shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, Borrowing (substantially in the form of Exhibit A-1, appropriately completed B-1) given by Borrower to specify: Agent at the Agency Office not later than 12:00 Noon (local time in the city where the Agency Office is situated) on (i) the aggregate principal amount third Banking Day prior to the date of the proposed Committed Loan, in the case of any Eurodollar Committed Loan, or (ii) the Banking Day prior to the date of the proposed Committed Loan, in the case of any Base Rate Loan. Agent shall give to each Bank prompt notice thereof by telex, cable or telefacsimile. Committed Loans to may also be incurred requested by telephonic request made no later than the time by which the Notice of Borrowing would otherwise be due pursuant to the preceding sentence, provided that a Notice of Borrowing confirming such Borrowing telephonic request is received by Agent no later than 12:00 Noon (stated local time in the relevant currency), city where the Agency Office is situated) on the Banking Day prior to such Committed Loan. Each Notice of Borrowing or telephonic request for a Committed Loan shall specify (ii1) the date of such Borrowing Committed Loan, (which shall 2) the amount of such Committed Loan, (3) whether such Committed Loan is to be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable theretoLoan or a Eurodollar Committed Loan, and (v4) if such Committed Loan is to be a Eurodollar Committed Loan, the Interest Period with respect thereto. Each Bank shall, before 12:00 Noon (local time in the case of a Borrowing of Revolving Loans city where the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which Agency Office is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City timesituated) on the date of such Committed Loan, make available to Agent at the Agency Office, in same day funds in Dollars for credit to the Applicable Agent’s Account, such Bank’s ratable portion of such Committed Loan and, unless Agent has been notified by a Bank pursuant to Section 2.1(f) that a Swingline Loan is such Bank will not make available its ratable portion of such Committed Loan, Agent will make such funds available to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) Borrower at the Agency Office on the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such BorrowingCommitted Loan. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur make ------------------- a Borrowing hereunder (x) Eurodollar excluding Borrowings of Swingline Loans hereunderand Revolving Loans incurred pursuant to a Mandatory Borrowing), the Borrower it shall give the Administrative Agent at the its Notice Office at least one Business Day's prior written (or telephonic promptly confirmed in writing) notice of each Base Rate Loan and at least three Business Days’ ' prior written (or telephonic promptly confirmed in writing) notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, ; provided that (in each case) any such notice shall be deemed to have been given on a certain -------- day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such day. Each such written notice or written confirmation of telephonic notice (each, a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, the Borrower in the form of Exhibit A-1A, --------- appropriately completed to specify: (i) specify the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred made pursuant to such Borrowing shall constitute Tranche A Term Loans, Tranche B Term Loans or Revolving Loans and whether, subject to the other terms and provisions hereof, the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower it shall give the Swingline Lender no BTCo not later than 1:00 P.M. 12:00 noon (New York City time) on the date that a day such Swingline Loan is to be incurredmade, written notice (or telephonic notice promptly confirmed in writing writing) of each Swingline Loan to be incurred made hereunder. Each such notice shall be irrevocable and shall specify in each case (Ax) the date of such Borrowing (which shall be a Business Day), ) and (By) the aggregate principal amount of the Swingline Loans Loan to be incurred made pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(e), with the Borrower hereby irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in such Section 2.01(c1.01(e). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or BTCo (in the case of Swingline LenderLoans), as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepaymentBorrowing, as the case may be, reasonably believed by the Administrative Agent or the Swingline LenderBTCo, as the case may be, in good faith to be from an Authorized Officer of the Borrower, Borrower prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s 's or BTCo's, as the Swingline Lender’s case may be, record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever When the Borrower desires to incur (x) Eurodollar the Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (yi) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice thereof in the case of each LIBOR Loans and (ii) at least one Business Day’s prior notice thereof in the case of Base Rate Loan to be incurred hereunder, Loans; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 1:00 P.M. (New York City time) on such day. Each such Such notice (each, a the “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (iA) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiB) the date of such Borrowing (which shall be a Business Day), ) and (iiiC) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate LIBOR Loans and, if Euro Rate LIBOR Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such the Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever When the Borrower desires to incur (x) Eurodollar Term Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office (i) at least three Business Days’ prior notice thereof in the case of each Eurodollar Loan to be incurred hereunder LIBOR Loans and (yii) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice thereof in the case of each Base Rate Loan to be incurred hereunder, Loans; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 2:30 P.M. (New York City time) on such day. Each such Such notice (each, a the “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (iA) the aggregate principal amount of the Term Loans (and specifying the Class thereof) to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiB) the date of such Borrowing (which shall be a Business Day), ) and (iiiC) whether the Term Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate LIBOR Loans and, if Euro Rate LIBOR Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Term Loans, the Administrative Agent or the Swingline Lender, as the case may be, may shall be entitled to rely and act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such the Borrowing or prepayment of Term Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur borrow (xi) Eurodollar Interest Period Loans hereunder, the Borrower Company, on behalf of such Borrower, shall give the Administrative Agent at the Notice Office by no later than 11:00 A.M. (New York City time) at least three Business Days’ prior notice to the requested date of each Eurodollar borrowing for such Interest Period Loan to be incurred hereunder and or (yii) Base Rate Loans hereunder (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing)) or Canadian Prime Rate Loans (including Agent Advances) hereunder, the Company on behalf of such Borrower shall give the Administrative Agent at the Notice Office by no later than 11:00 A.M. (New York City time) at least one Business Day’s Day prior notice to the requested date of each borrowing for such Base Rate Loan to be incurred hereunder, or Canadian Prime Rate Loan; provided that (in each case) any such notice given later than 11:00 a.m. (New York City time) on any date shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such daythe immediately succeeding Business Day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writingwriting as aforesaid, substantially in the form of Exhibit A-1, appropriately completed signed by an Authorized Officer of the Company to specify: (i) the aggregate principal amount of the Revolving Loans to be incurred pursuant to such Borrowing (stated in the relevant currencyAvailable Currency), (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Revolving Loans made pursuant to such Borrowing constitute Agent Advances (it being understood that the Administrative Agent shall be under no obligation to make such Agent Advance), (iv) in the case of U.S. Borrower Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro LIBOR Loans, (v) in the case of LIBOR Loans, the initial Interest Period to be applicable thereto (which shall comply with the requirements of Section 2.09, and (vi) in the case of Canadian Borrower Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing shall consist of Canadian Prime Rate Loans or Canadian BA Rate Loans and, if Euro Canadian BA Rate Loans, the initial Interest Period to be applicable thereto, and (v) . Except in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith)Agent Advances, the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the The Borrower shall give the Administrative Agent at the Notice Administrative Agent’s Office prior to 12:00 p.m. (New York City time) (i) in the case of a Borrowing of Term A Loans that are to be ABR Loans, at least three one Business Days’ Day’s prior written notice and (ii) in the case of each Eurodollar Loan a Borrowing of Term A Loans to be incurred hereunder made on the Restatement Effective Date if such Term A Loans are to be LIBOR Loans, at least two Business Day’s prior written notice. Such notice (a “Notice of Borrowing”) shall specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing (which shall be the Restatement Effective Date) and (C) whether the Term A Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Term A Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. A Notice of Borrowing may be in such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by an Authorized Officer of the Borrower. A Notice of Borrowing may be given by (x) telephone or (y) Base Rate a written Notice of Borrowing (provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Notice of 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 Borrowing of LIBOR Loans hereunder (excluding Swingline Loans and Revolving Loans made 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 a this Section 2.3(a) (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing. (b) Whenever the Borrower desires to incur Revolving Credit Loans (other than Mandatory BorrowingBorrowings or borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at the Notice Office Administrative Agent’s Office, (i) prior to 12:00 noon (New York City Time) at least one three Business Day’s Days’ prior written notice of each Base Rate Loan Borrowing of LIBOR Loans that are Revolving Credit Loans and (ii) prior to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 10:00 a.m. (New York City time) on the day of such dayBorrowing prior written notice of each Borrowing of Revolving Credit Loans that are ABR Loans. Such Notice may be given by telephone; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: specify (ix) the aggregate principal amount of the Revolving Credit Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiy) the date of such Borrowing (which shall be a Business Day), ) and (iiiz) whether the respective Borrowing shall consist of ABR Loans being incurred pursuant to such Borrowing or LIBOR Loans that are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Revolving Credit Loans and, if Euro Rate LIBOR Loans that are Revolving Credit Loans, the initial Interest Period to be initially applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Revolving Credit Lender which is required to make Loans specified in the respective Notice of Borrowing, written notice of such each proposed BorrowingBorrowing of Revolving Credit Loans, of such Lender’s proportionate share thereof Revolving Credit Commitment Percentage thereof, of the identity of the Borrower, and of the other matters required covered by the immediately preceding sentence to be specified in the related Notice of Borrowing. (ic) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. written notice with a copy to the Administrative Agent of each Borrowing of Swingline Loans prior to 2:00 p.m. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereundersuch Borrowing. Each such notice shall specify (x) the aggregate principal amount of the Swingline Loans to be irrevocable made pursuant to such Borrowing and specify in each case (Ay) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (iid) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c2.1(d), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in such Section. (e) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 2.01(c3.4(a). (cf) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loansit shall give hereunder by telephone (which obligation is absolute), the Administrative Agent or the Swingline Lender, as the case may be, may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of Holdings or the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower it shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the its Notice Office at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be incurred made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such day. Each such written notice or written confirmation of telephonic notice (each, each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, the Borrower in the form of Exhibit A-1A, appropriately completed to specify: (i) specify the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans, and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loanspermitted to be given hereunder, the Administrative Agent or the Swingline LenderIssuing Lender (in the case of the issuance of Letters of Credit), as the case may be, may act without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may benotice, believed by the Administrative Agent or the Swingline Issuing Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, Borrower prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s 's or the Swingline Issuing Lender’s 's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errornotice.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans make a Borrowing hereunder, the Borrower it shall give the Administrative Agent at the its Notice Office at least three Business Days’ prior written notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 A.M. (New York City time) on such day). Each such written notice (each, each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.101.09, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, the Borrower in the form of Exhibit A-1A, appropriately completed to specify: specify (i) the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, (iv) whether the Loans being made pursuant to such Borrowing shall constitute Term Loans or Revolving Loans and (v) in the case of a Borrowing of Revolving Loans to which account the proceeds of which such Loans are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowingdeposited. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of BorrowingLoans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower to confirm deliver a written Notice of Borrowing in writing any telephonic notice of any Borrowing or prepayment of Loansaccordance with Section 1.03(a), the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may beBorrowing, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer the Chairman of the BorrowerBoard or the Treasurer of the Borrower (or any other officer of the Borrower designated in writing to the Administrative Agent by the Chief Executive Officer, President or Treasurer of the Borrower as being authorized to give such notices under this Agreement) prior to receipt of written confirmationNotice of Borrowing. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. Whenever the Company desires to make a borrowing of an Acquisition Loan, the Company shall give the Bank prior written notice thereof at least thirty (30) Business Days prior to the day on which the requested Acquisition Loan is to be made. Each notice of borrowing hereunder shall be substantially in the form of Exhibit B hereto (each an "ACQUISITION LOAN CERTIFICATE") and shall (a) Whenever specify (i) the Borrower desires to incur principal amount of the Acquisition Loan requested and (xii) Eurodollar Loans hereunderthe proposed Drawdown Date of the Acquisition Loan and (b) be accompanied by (i) the Purchase and Sale Agreement for such Permitted Acquisition, and (ii) a pro forma balance sheet, income statement, statement of cash flow, and other financial information as the Borrower shall give Bank may reasonably request, for the Administrative Agent at Company and its Subsidiaries (including the Notice Office at least three Business Days’ prior Permitted Acquisition) covering such period(s) as the Bank may require. Each notice of each Eurodollar borrowing of an Acquisition Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall obligate the Company to accept the Acquisition Loan from the Bank. Discretionary Nature of Acquisition Line. The Acquisition Line is not a committed line of financing. All Acquisition Loans shall be made, if at all, in writingthe sole discretion of the Bank. The making of an Acquisition Loan on one occasion shall not obligate the Bank to make any other Acquisition Loan on any other occasions. Acquisition Note. Each Acquisition Loan shall be evidenced by, or by telephone promptly confirmed and repayable with interest in writing, accordance with a promissory note in the form of Exhibit A-1C hereto (the "Acquisition Note"), appropriately completed payable to specify: (i) the aggregate principal amount order of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency), (ii) the date of such Borrowing (which Bank. Each Acquisition Note shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, dated on each Drawdown Date and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), completed with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c)appropriate insertions. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar a Borrowing of Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made incurred pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the its Notice Office at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be incurred made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 1:00 P.M. (New York City time) on such day. Each such written notice or written confirmation of telephonic notice (each, each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, the Borrower in the form of Exhibit A-1A, appropriately completed to specify: specify (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), ) and (iii) whether the Loans being made pursuant to such Borrowing shall constitute A-1 Term Loans, A-2 Term Loans, A-3 Term Loans, B Term Loans, Incremental Term Loans or Revolving Loans and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, Borrowing notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 2:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(h), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c1.01(g). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, prepayment believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, Borrower prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s 's or the Swingline Lender’s 's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, Loans (absent manifest error).

Notice of Borrowing. Each Borrowing shall be made on notice by the Company (aon its own behalf or on behalf of the Designated Borrower) Whenever to the Borrower desires to incur (x) Eurodollar Loans hereunderAdministrative Agent, the Borrower which shall give to each Lender prompt notice thereof by telecopier, given not later than 11:00 A.M. (New York City time) on the Administrative Agent at date of the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan proposed Borrowing if such Borrowing is to be incurred hereunder and (y) comprised of Base Rate Loans hereunder Advances and no earlier than 9:00 A.M. (excluding Swingline Loans New York City time) and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 no later than 4:00 P.M. (New York City time) on the third Business Day prior to such daydate if such Borrowing is to be comprised of Eurodollar Rate Advances. Each such notice of a Borrowing (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, ) shall be irrevocable and shall be in writingby telecopier, or by telephone promptly confirmed immediately in writing, in substantially the form of Exhibit A-1A-2 hereto, appropriately completed to specifyspecifying therein: (i) the aggregate principal amount name of the Loans to Borrower (which shall be incurred pursuant to such Borrowing (stated in the relevant currencyCompany or the Designated Borrower), (ii) the requested date of such Borrowing (which shall be a Business Day)Borrowing, (iii) whether the Loans being incurred pursuant to Type of Advances comprising such Borrowing are to be initially maintained as Base Rate Loans orBorrowing, to (iv) the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable theretoaggregate amount of such Borrowing, and (v) in the case of a Borrowing consisting of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith)Eurodollar Rate Advances, the amount of the Borrowing Availability after giving effect to initial Interest Period for each such BorrowingAdvance. The Administrative Agent shall promptly give each Each Lender which is required to make Loans specified in the respective Notice of Borrowingshall, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than before 1:00 P.M. (New York City timeTime) on the date that a Swingline Loan is of such Borrowing, make available for the account of its Applicable Lending Office to be incurredthe Administrative Agent at the Administrative Agent’s Account in Dollars and in same day funds, written notice or telephonic notice promptly confirmed such Lender’s Pro Rata Share of the requested amount of such Borrowing. Promptly after the Administrative Agent’s receipt of such funds (and in writing any event by the close of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) business New York City time on the date of Borrowing (which shall be a Business Day), (Bsuch Borrowing) the aggregate principal amount and upon fulfillment of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as applicable conditions set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of LoansArticle III, the Administrative Agent will make the funds so received available to the Company or the Swingline LenderDesignated Borrower, as the case may be, may act without liability upon by depositing the basis same in Dollars and in immediately available funds into such account of telephonic notice of such Borrowing the Company or prepaymentthe Designated Borrower, as the case may beapplicable, believed by maintained with the Administrative Agent or in New York City as shall have been specified in the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer related Notice of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errorBorrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans hereunder (x) Eurodollar excluding Borrowings of Swingline Loans hereunderand Revolving Loans incurred pursuant to Mandatory Borrowings), an Authorized Representative of the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior written notice of each Eurodollar Loan to be incurred hereunder and (yor telephonic notice promptly confirmed in writing) Base Rate Loans hereunder not later than 11:00 A.M. (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), New York time) on the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice date of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. and not later than 11:00 A.M. (New York City time) on such daythe third Business Day prior to each EurodollarSOFR Loan incurred hereunder. Each such written notice or written confirmation of telephonic notice (each, each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, an Authorized Representative of the Borrower in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Revolving Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), ) and (iii) whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate EurodollarSOFR Loans and, if Euro Rate EurodollarSOFR Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such LenderXxxxxx’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (b) (i) Whenever the Borrower desires to incur Swingline Loans hereunder, an Authorized Representative of the Borrower shall give the Swingline Lender no not later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice (or telephonic notice promptly confirmed in writing writing) of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar LIBOR Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three (3) Business Days’ prior notice of each Eurodollar LIBOR Loan to be incurred hereunder and or (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one (1) Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, ; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) 11:00 a.m. on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, substantially in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Initial Tranche B-1 Term Loans, Initial Tranche B-2 Term Loans, Incremental Tranche C Term Loans, Tranche C-1 Term Loans or Revolving Loans and (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate LIBOR Loans and, if Euro Rate LIBOR Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Class specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of BorrowingBorrowing ; provided, further, that (x) the Notice of Borrowing in respect of the Incremental Tranche C Term Loans and any Revolving Loans to be borrowed on the Third Amendment Effective Date may be delivered on the Third Amendment Effective Date and (y) the Notice of Borrowing in respect of the Tranche C-1 Term Loans to be borrowed on the Fifth Amendment Effective Date may be delivered pursuant to, and in the form of, the Fifth Amendment on the Fifth Amendment Effective Date. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) p.m. on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c2.01(e), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c2.01(e). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error, gross negligence, bad faith or willful misconduct.

Notice of Borrowing. (a) Whenever When the Borrower desires Borrowers desire to incur (x) Eurodollar the Loans hereunder, an Authorized Representative of the Borrower Borrowers shall give the Administrative Agent at the Notice Office at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Term Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 a.m. (New York City time) on such day. Each such Such written notice or written confirmation of telephonic notice (each, a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.102.08, shall be irrevocable and shall be given in writing, or writing by telephone promptly confirmed in writing, the Borrowers in the form of Exhibit A-1G, appropriately completed to specify: specify (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such the Borrowing (which shall be a Business DayDay and the Effective Date), (iii) whether the Type of Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans orcomprising the Borrowing, to (iv) in the extent permitted hereunder, Euro Rate Loans and, if Euro case of Eurodollar Rate Loans, the initial Interest Period to be applicable theretoto such Eurodollar Rate Loans, and (v) in the case of a Borrowing of Revolving Loans to which accounts the proceeds of which such Loans are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowingdeposited. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed the Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. If the Borrowers fail to specify a Type of Loan in the Notice of Borrowing, then the Loans shall be made as Base Rate Loans. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower Borrowers to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such the Borrowing or a prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer Representative of the Borrower, Borrowers prior to receipt of written confirmation. In each such case, the Borrower Borrowers hereby waives waive the right to dispute the Administrative Agent’s or the Swingline Lender’s 's record of the terms of such telephonic notice of such the Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency), (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the a Borrower desires to incur Swingline Loans hereundermake a Borrowing under Section 2.1 of this Agreement (other than a Borrowing resulting from a conversion or continuation pursuant to Section 3.1.2), the Borrower Remington shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, Agent prior written notice (or telephonic notice promptly confirmed in writing writing) of each Swingline Loan to such Borrowing request (a "Notice of Borrowing"), which shall be incurred hereunderin the form of Exhibit D annexed hereto and signed by an authorized officer of Remington. Such Notice of 1.1. Each such Notice of Borrowing (or telephonic notice thereof) shall be irrevocable and shall specify in each case (Aa) the principal amount of the Borrowing, (b) the date of Borrowing (which shall be a Domestic Business Day), (Bc) whether the aggregate principal amount Borrowing is to consist of the Swingline Base Rate Loans to be incurred pursuant to such Borrowingor Euro-Dollar Loans, and (Cd) in the case of a Borrowing Euro-Dollar Loans, the duration of Swingline Loans the Interest Period to be applicable thereto, and (e) the account of Borrowers to which the proceeds of which such Borrowing are to be utilized to finance, in whole disbursed. Borrowers may not request any Euro-Dollar Loans if a Default or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount Event of the Borrowing Availability after giving effect to such BorrowingDefault exists. (ii) Mandatory Borrowings Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid with respect to any of the Obligations (whether as principal, accrued interest, fees or other charges, including the repayment of any LC Obligations) shall be made upon deemed irrevocably to be a request (without any requirement for the notice specified submission of a Notice of Borrowing) for Revolver Loans on the due date of, and in an aggregate amount required to pay, such Obligations, and the proceeds of such Revolver Loans may be disbursed by way of direct payment of the relevant Obligation and shall bear interest as Base Rate Loans. If Borrowers elect to establish one or more controlled disbursement accounts with any Lender that is a bank, then the presentation for payment of any check or other item of payment drawn on any such controlled disbursement account at a time when there are insufficient funds in such account to cover such check shall be deemed irrevocably to be a request (without any requirement for the submission of a Notice of Borrowing) for Revolver Loans on the date of such presentation and in an amount equal to the aggregate amount of the items presented for payment, and the proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account and shall bear interest as Base Rate Loans. Neither Agent nor any Lender shall have any obligation to Borrowers to honor any deemed request for a Revolver Loan on or after the Commitment Termination Date or when an Out-of-Formula Condition exists or would result therefrom or when any condition precedent in Section 2.01(c)11 hereof is not satisfied, with but may do so in the Borrower irrevocably agreeing, by its incurrence discretion of any Swingline Loan, Agent (or at the direction of the Required Lenders) and without regard to the making existence of, and without being deemed to have waived, any Default or Event of Default and regardless of whether such Revolver Loan is funded after the Mandatory Borrowings as set forth in Section 2.01(c)Commitment Termination Date. (ciii) Without As an accommodation to Borrowers, Agent and Lenders may permit telephonic requests for Borrowings and electronic transmittal of instructions, authorizations, agreements or reports to Agent by Borrowers; provided, however, that Borrowers shall confirm each such telephonic request for a Borrowing of Euro-Dollar Loans or for a single Borrowing of Base Rate Loans in any way limiting the obligation excess of $5,000,000 by delivery of the Borrower required Notice of Borrowing to confirm Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. on the same day. Unless Borrowers specifically direct Agent and Lenders in writing not to accept or act upon telephonic or electronic communications from Borrowers, neither Agent nor any telephonic notice Lender shall have any liability to Borrowers for any loss or damage suffered by Borrowers as a result of Agent's or any Lender's honoring of any Borrowing requests, execution of any instructions, authorizations or prepayment of Loans, the Administrative agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Agent or Lenders by Borrowers and neither Agent nor any Lender shall have any duty to verify the Swingline Lender, as the case may be, may act without liability upon the basis origin of telephonic notice of any such Borrowing or prepayment, as the case may be, believed by the Administrative Agent communication or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer identity or authority of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errorPerson sending it.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans make a Borrowing hereunder (excluding Borrowings of Swingline Loans and Revolving Loans made pursuant to a Mandatory BorrowingBorrowings), the Borrower shall give the Administrative Agent at the its Notice Office at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be incurred made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 A.M. (New York City time) on such day. Each such written notice or written confirmation of telephonic notice (each, a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, an Authorized Officer of the Borrower in the form of Exhibit A-1A, appropriately completed to specify: (i) specify the aggregate principal amount of the Revolving Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) and whether the Revolving Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, Bank notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur make a Borrowing of Swingline Loans hereunder, an Authorized Officer of the Borrower shall give the Swingline Lender no Bank not later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurredmade, written notice (or telephonic notice promptly confirmed in writing writing) of each Swingline Loan to be incurred made hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred made pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c1.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline LenderBank, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may beBorrowing, believed by the Administrative Agent or the Swingline LenderBank, as the case may be, in good faith to be from an Authorized Officer of the Borrower, Borrower prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or 's and the Swingline Lender’s Bank's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the If a Borrower desires to incur (x) Eurodollar Euro Rate Loans hereunder, the such Borrower shall give the Administrative Agent at the Notice Office no later than 2:00 P.M. (New York time) at least three Business Days’ prior notice of each Eurodollar Euro Rate Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing)hereunder, the such Borrower shall give the Administrative Agent prior notice at the Notice Office no later than 2:00 P.M. (New York time) at least one Business Day’s Day prior notice of each Base Rate Loan is to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currencyapplicable Available Currency), (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of U.S. Loans or German Loans, (iv) in the case of Dollar Denominated Loans, whether the Dollar Denominated Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be initially applicable thereto, and (v) in the case of a Borrowing of Revolving Loans Euro Denominated Loans, the proceeds of which are Interest Period to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowinginitially applicable thereto. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the any Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized the president, the chief executive officer or a Financial Officer of such Borrower, or from any other authorized officer of such Borrower designated in writing by such Borrower to the BorrowerAdministrative Agent as being authorized to give such notices, prior to receipt of written confirmation. In each such case, the such Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur make ------------------- a Borrowing of Loans hereunder (x) Eurodollar excluding Borrowings of Swingline Loans hereunderand Mandatory Borrowings), the Borrower it shall give the Administrative Agent at the its Notice Office Office, prior to 12:00 Noon (New York time), at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loan Loans to be incurred made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such written notice or written confirmation of telephonic notice (each, a “"Notice of Borrowing”)") shall, except as otherwise expressly provided in Section 2.101.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, an Authorized Officer of the Borrower in the form of Exhibit A-1A, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Tranche A Term Loans, Tranche B Term Loans being incurred pursuant to such or Revolving Loans, (iv) whether the respective Borrowing are to be initially maintained as shall consist of Base Rate Loans or, to the extent permitted hereunder, Euro Rate Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be initially applicable thereto, thereto and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, the purchase price of a Permitted Acquisition, (x) a reference to the officer's certificate, if any, delivered in accordance with Section 8.14, (y) the aggregate principal amount of such Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the Total Unutilized Revolving Loan Commitment then in effect after giving effect to the respective Permitted Acquisition (or and all payments to pay any fees and expenses incurred be made in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, written notice (or telephonic notice promptly confirmed in writing) of such each proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower it shall give the Swingline Lender no BTCo not later than 1:00 P.M. 12:00 Noon (New York City time) on the date that a day such Swingline Loan is to be incurredmade, written notice (or telephonic notice promptly confirmed in writing writing) of each Swingline Loan to be incurred made hereunder. Each such notice shall be irrevocable and shall specify in each case (Ax) the date of such Borrowing (which shall be a Business Day), ) and (By) the aggregate principal amount of the Swingline Loans Loan to be incurred made pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice (or deemed notice) specified in Section 2.01(c1.01(d), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in such Section 2.01(c1.01(d). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loanspermitted to be given hereunder, the Administrative Agent or BTCo (in the case of a Borrowing of Swingline LenderLoans) or the Letter of Credit Issuer (in the case of the issuance of Letters of Credit), as the case may be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may benotice, believed by the Administrative Agent Agent, BTCo or the Swingline LenderLetter of Credit Issuer, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s 's, BTCo's or the Swingline Lender’s respective Letter of Credit Issuer's, as the case may be, record of the terms of such telephonic notice shall be conclusive evidence of the contents of such Borrowing or prepayment of Loans, as the case may benotice, absent manifest error.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur (x) Eurodollar borrow Revolving Loans hereunder, the Borrower it shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the its Notice Office at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of each $ Base Rate Loan, at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each $ Eurodollar Loan to be incurred made hereunder and at least four Business Days' prior written C/M 11752.0000 414856.1 notice (or telephone notice promptly confirmed in writing) of each Revolving C$ Loan to be made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 A.M. (New York City time) on such day. Each such written notice or written confirmation of telephonic notice (each, each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, the respective Borrower in the form of Exhibit A-1A, appropriately completed to specify: specify (i) the name of such Borrower, (ii) the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), (iiiiv) whether the Loans being incurred made pursuant to such Borrowing are Revolving $ Loans or Revolving C$ Loans, (v) whether the Loans being made are to be initially maintained as $ Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, $ Eurodollar Loans or C$ Eurodollar Loans and (vi) in the initial case of Eurodollar Loans, the Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, Bank notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (ib) Whenever the Borrower Company desires to incur borrow Swingline Loans hereunder, the Borrower it shall give the Swingline Lender Administrative Agent no later than 1:00 P.M. 12:00 Noon (New York City time) on the date that a day such Swingline Loan is to be incurredmade, written notice (or telephonic notice promptly confirmed in writing writing) of each Swingline Loan to be incurred hereundersuch Borrowing. Each such notice shall be irrevocable and specify in each case (Ai) the date of Borrowing (which shall be a Business Day), ) and (Bii) the aggregate principal amount of the Swingline Loans to be incurred made pursuant to such Borrowing, and . The Administrative Agent shall promptly give Chase written notice (Cor telephonic notice promptly confirmed in writing) in the case of a each proposed Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such other matters covered by the Notice of Borrowing. (iic) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(b), with the Borrower Company irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c)such Section. (cd) Without in any way limiting the obligation of the either Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of LoansBorrowing, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, such Borrower prior to receipt of written confirmation. In each such case, the Borrower Borrowers hereby waives waive the right to dispute the Administrative Agent’s or the Swingline Lender’s 's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.notice. C/M 11752.0000 414856.1

Notice of Borrowing. (a) Whenever the Borrower desires Borrowers desire to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Revolving Loans hereunder (excluding Borrowings of Swingline Loans and Revolving Loans made incurred pursuant to a Mandatory BorrowingBorrowings), an Authorized Representative of the Borrower Borrowers shall give the Administrative Agent at the Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be incurred made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 A.M. (New York City time) (or before 12:00 Noon (New York time) in the case of a Borrowing of Base Rate Loans) on such day. Each such written notice or written confirmation of telephonic notice (each, each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, the Borrowers in the form of Exhibit A-1A, appropriately completed to specify: (i) specify the aggregate principal amount of the Revolving Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) and whether the Revolving Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires Borrowers desire to incur make a Borrowing of Swingline Loans hereunder, an Authorized Representative of the Borrower Borrowers shall give the Swingline Lender no not later than 1:00 P.M. 12:00 Noon (New York City time) on the date that a Swingline Loan is to be incurredmade, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred made hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred made pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(c), with the Borrower Borrowers irrevocably agreeing, by its their incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c1.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 A.M. (New York City time) on such day. Each such notice (each, each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), and (iii) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in of the respective Notice of Borrowing, applicable Class notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c1.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant pursu-ant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be in writingwrit-ing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Initial Term Loans, Incremental Term Loans or Revolving Loans, (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained main-tained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, thereto and (v) in the case location and number of a Borrowing of Revolving Loans the proceeds of Borrower’s account to which funds are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowingdisbursed. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate propor-tionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing writ-ing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate aggre-gate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(d), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c1.01(d). (c) Without in any way limiting the obligation of the Borrower to confirm in writing writ-ing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer Representative of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s ’s, as the case may be, record of the terms of such telephonic tele-phonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. During the Acquisition/Term Loan Period, whenever the US Borrowers desire to borrow under this SECTION 2.03, the US Borrowers shall deliver to the Administrative Agent a Notice of Borrowing no later than 10:00 a.m. (Cranford, New Jersey time) (a) Whenever at least one (1) Business Day in advance of the Borrower desires to incur proposed Borrowing Date, in the case of a Borrowing as a Base Rate Loan and (xb) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three (3) Business Days’ prior notice Days in advance of each the proposed Borrowing Date in the case of a Borrowing as a Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such dayLoan. Each such notice (each, a “The Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, Borrowing shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: specify (i1) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency), (ii) the date of such Borrowing Date (which shall be a Business Day)) in respect of the Acquisition/Term Loan, (iii2) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to proposed Borrowing, (3) the intended use of the proceeds of such Borrowing, (4) the applicable interest rate option as described in SECTION 2.05(i) of this Loan Agreement and, if applicable, (5) the Eurodollar Interest Period applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in In lieu of delivering the respective above-described Notice of Borrowing, the US Borrowers may give the Administrative Agent telephonic notice of such any proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required Borrowing by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereundertime required under this SECTION 2.03(ii); PROVIDED, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date HOWEVER, that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify confirmed in each case writing by delivery to the Administrative Agent promptly (but in no event later than the Borrowing Date of the requested Acquisition/Term Loan) of a Notice of Borrowing. Any Notice of Borrowing (or telephonic notice in lieu thereof) pursuant to this SECTION 2.03(ii) shall be irrevocable. In addition, PRIOR to submitting any Notice of Borrowing pursuant to this SECTION 2.03(ii), the US Borrowers shall also deliver to the Administrative Agent (A) all items required to be delivered to the date Administrative Agent and/or the US Lenders under the definition of Borrowing ("Permitted Acquisitions", all of which shall be a Business Day)satisfactory to the Administrative Agent, in its sole and absolute discretion, and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c)fully executed Acquisition/Term Loan Note for each US Lender then holding an Acquisition/Term Loan Commitment, with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, blanks appropriately filled in to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline 's satisfaction, in an amount equal to such US Lender’s record of the terms 's Pro Rata Share of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errorAcquisition/Term Loan.

Notice of Borrowing. (a) Whenever the Borrower desires to ------------------- incur Loans under any Facility (x) Eurodollar excluding Borrowings of Swingline Loans hereunderand Mandatory Borrowings), the Borrower it shall give the Administrative Agent at the its Notice Office Office, prior to 11:00 A.M. (New York time), at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loan Loans to be incurred made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, a “"Notice of Borrowing”), except as otherwise expressly provided ") shall be in Section 2.10, the form of Exhibit A and shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), ) and (iiiiv) whether the Loans being incurred pursuant to such respective Borrowing are to be initially maintained as shall consist of Base Rate Loans or, or (to the extent permitted hereunder, Euro Rate permitted) Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be initially applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified written notice (or telephonic notice promptly confirmed in the respective Notice writing) of Borrowing, notice of such each proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur make a Borrowing of Swingline Loans hereunder, the Borrower it shall give the Swingline Lender no later than 1:00 P.M. BTCo, prior to 11:00 A.M. (New York City time) on the date that a day such Swingline Loan is to be incurredmade, written notice (or telephonic notice promptly confirmed in writing writing) of each Swingline Loan to be incurred made hereunder. Each such notice shall be irrevocable and shall specify in each case (Ax) the date of such Borrowing (which shall be a Business Day), ) and (By) the aggregate principal amount of the Swingline Loans Loan to be incurred made pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(d), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in such Section 2.01(c1.01(d). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loanspermitted to be given hereunder, the Administrative Agent Agent, BTCo (in the case of a Borrowing of Swingline Loans) or the Swingline LenderLetter of Credit Issuer (in the case of the issuance of Letters of Credit), as the case may be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may benotice, believed by the Administrative Agent Agent, BTCo or the Swingline Lender, as the case may be, Letter of Credit Issuer in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s 's, BTCo's or the Swingline Lender’s Letter of Credit Issuer's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errornotice.

Notice of Borrowing. (a) Whenever the Borrower Company desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans Loans, Canadian Dollar Loans, and Revolving Loans made incurred pursuant to a Mandatory Borrowing), the Borrower it shall give the Administrative Agent at the its Notice Office Office, prior to 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loan Loans to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, together with each notice referred to in Sections 1.03(b)(i) and 1.03(c), a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1A, appropriately completed to specify: specify (i) whether the Loans being incurred pursuant to such Borrowing shall consist of Term Loans, B Term Loans, Tranche A Revolving Loans or Tranche B Revolving Loans, (ii) the aggregate principal amount of the such Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), ) and (iiiiv) whether the Loans being incurred pursuant to such respective Borrowing are to be initially maintained as shall consist of Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be initially applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans pursuant to the Borrowing specified in the respective Notice of Borrowing, Borrowing written notice (or telephonic notice promptly confirmed in writing) of such each proposed Borrowing, of such Lender’s Bank's proportionate share thereof thereof, if any, and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower Company desires to incur a Borrowing of Swingline Loans hereunder, the Borrower it shall give the Swingline Lender Chase no later than 1:00 P.M. 12:00 Noon (New York City time) on the date that a day such Swingline Loan is to be incurredmade, written notice (or telephonic notice promptly confirmed in writing writing) of each Swingline Loan to be incurred hereunder. Each such notice Notice of Borrowing shall be irrevocable and shall specify in each case (Ax) the date of such Borrowing (which shall be a Business Day), ) and (By) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(e), with the Borrower Company irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c)such Section. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower Company desires to incur make a Borrowing hereunder (x) Eurodollar excluding Borrowings of Swingline Loans hereunderand Mandatory Borrowings), the Borrower it shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the its Notice Office at least one Business Day’s 's prior telex, telecopy or telephonic notice (confirmed in writing) of each Base Rate Loan and at least three Business Days' prior telex, telecopy or telephonic notice (confirmed in writing) of each Eurodollar Rate Loan to be incurred made hereunder, ; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such day. Each such notice (each, each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, the Company substantially in the form of Exhibit A-1A, appropriately completed to specify: (i) specify the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro or Eurodollar Rate Loans and, if Euro Eurodollar Rate Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified promptly, and in the respective any event within one Business Day of receipt of such Notice of Borrowing, give each Bank notice of such proposed Borrowing, of such Lender’s Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower Company desires to incur make a Borrowing of Swingline Loans hereunder, the Borrower it shall give the Swingline Lender no BTCo not later than 1:00 P.M. 12:00 Noon (New York City time) on the date that a Swingline Loan is to be incurredmade, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred made hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred made pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Without in any way limiting the obligation of the Company to confirm in writing any telephonic notice of such Borrowing of Swingline Loans, BTCo may act without liability upon the basis of telephonic notice of such Borrowing believed by BTCo in good faith to be from a President, an Executive Vice President, a Senior Vice President, a Vice President, a Treasurer or an Assistant Treasurer of the Company or any other individual at the Company designated in writing by any two of the foregoing officers prior to receipt of written confirmation. In each such case, the Company hereby waives the right to dispute BTCo's record of the terms of such telephonic notice of such Borrowing of Swingline Loans absent manifest error. (iii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(c), with the Borrower Company irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c)1.01(c) to the maximum extent permitted by applicable law. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ ' prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s 's prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City Detroit, Michigan time) on such day. Each such notice (each, each a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable and shall be given by the Borrower in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1A, appropriately completed to specify: (i) specify the aggregate principal amount of the Revolving Loans to be incurred pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s 's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 3:00 P.M. (New York City Detroit, Michigan time) on the date that a Swingline Loan is to be incurredincurred hereunder, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), ) and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c1.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Assistant Treasurer of the Borrower, or from any other authorized officer of the Borrower designated in writing by any of the foregoing officers of the Borrower to the Administrative Agent as being authorized to give such notices, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s 's or the Swingline Lender’s 's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur request (xi) Eurodollar Loans a Revolving Borrowing or a Tranche A Term Loan Borrowing hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Revolving Loan and Tranche A Term Loan to be incurred hereunder and (yii) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory the Tranche B Term Loan Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one ten Business Day’s Days’ prior notice of each Base Rate Loan the Tranche B Term Loans to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 11:00 A.M. (New York City time) on such day. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.102.09, shall be irrevocable and shall be in writing, or given by telephone promptly confirmed in writing, the Borrower substantially in the form of Exhibit A-1A, appropriately completed to specify: (i) whether the requested Borrowing is a Revolving Loan, a Tranche A Term Loan or a Tranche B Term Loan, as applicable, (ii) the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), (iiiiv) whether the Loans being incurred pursuant to if such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate is for Revolving Loans, the initial Interest Period to be applicable thereto, thereto and (v) in the case of a Borrowing of Revolving Loans to which account the proceeds of which such Loans are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowingdeposited. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of BorrowingLoans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (cb) Without in any way limiting the obligation of the Borrower to confirm deliver a written Notice of Borrowing in writing any telephonic notice of any Borrowing or prepayment of Loansaccordance with Section 2.03(a), the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may beBorrowing, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, Borrower prior to receipt of written confirmationthe Notice of Borrowing. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar make a Borrowing of Term Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the its Notice Office at least one (1) Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least three (3) Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan to be incurred made hereunder, ; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. 12:00 Noon (New York City time) on such dayday (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion). Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.102.11, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writingwriting by or on behalf of the Borrower, in the form of Exhibit A-1A-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of the Borrower to specify: (i) the aggregate principal amount of the Term Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being incurred made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day), (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.48

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facility (x) Eurodollar Loans hereunderother than the Swingline Facility and any Mandatory Borrowings), the Borrower it shall give the Administrative Agent at the its Notice Office Office, prior to 12:00 Noon (New York time), at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan Borrowing of ABR Loans to be incurred made hereunder, ; provided that (in each case) any such notice the Loans made on the Effective Date shall initially be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such dayABR Loans. Each such notice (each, each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, ) shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: A and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), ) and (iiiiv) whether the respective Borrowing shall consist of ABR Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be initially applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each applicable Lender which is required to make Loans specified written notice (or telephonic notice promptly confirmed in the respective Notice writing) of Borrowing, notice of such each proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing. (ib) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower it shall give the Swingline Lender no later than 1:00 P.M. 12:00 Noon (New York City time) on the date that a day such Swingline Loan is to be incurredmade, written notice (or telephonic notice promptly confirmed in writing writing) of each Swingline Loan to be incurred hereundersuch incurrence. Each such notice shall be irrevocable and specify in each case (Ai) the date of Borrowing (which shall be a Business Day), ) and (Bii) the aggregate principal amount of the Swingline Loans to be incurred made pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (iic) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.1(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c)such Section. (cd) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loanspermitted to be given hereunder, the Administrative Agent or the Swingline Lender, as the case may be, may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower as a person entitled to give telephonic notices under this Agreement on behalf of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made incurred pursuant to a Mandatory Borrowing), the Borrower it shall give the Administrative Agent at the its Notice Office Office, prior to 1:00 P.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and at least one Business Day’s 's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loan Loans to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, together with each notice referred to in Section 1.03(b)(i), a “"Notice of Borrowing”"), except as otherwise expressly provided in Section 2.101.10, shall be irrevocable irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1A, appropriately completed to specify: specify (i) whether the Loans being incurred pursuant to such Borrowing shall consist of Term Loans A, Term Loans B or Revolving Loans, (ii) the aggregate principal amount of the such Loans to be incurred made pursuant to such Borrowing (stated in the relevant currency)Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), ) and (iiiiv) whether the Loans being incurred pursuant to such respective Borrowing are to be initially maintained as shall consist of Base Rate Loans or, to the extent permitted hereunder, Euro Rate or Eurodollar Loans and, if Euro Rate Eurodollar Loans, the initial Interest Period to be initially applicable thereto, and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans pursuant to the Borrowing specified in the respective Notice of Borrowing, Borrowing written notice (or telephonic notice promptly confirmed in writing) of such each proposed Borrowing, of such Lender’s Bank's proportionate share thereof thereof, if any, and of the other matters required covered by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever the Borrower desires to incur a Borrowing of Swingline Loans hereunder, the Borrower it shall give the Swingline Lender Chase no later than 1:00 P.M. 12:00 Noon (New York City time) on the date that a day such Swingline Loan is to be incurredmade, written notice (or telephonic notice promptly confirmed in writing writing) of each Swingline Loan to be incurred hereunder. Each such notice Notice of Borrowing shall be irrevocable and shall specify in each case (Ax) the date of such Borrowing (which shall be a Business Day), ) and (By) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing, and (C) in the case of a Borrowing of Swingline Loans the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Borrowing Availability after giving effect to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(c1.01(e), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.01(c)such Section. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loanspermitted to be given hereunder, the Administrative Agent Agent, Chase (in the case of a Borrowing of Swingline Loans) or the Swingline LenderLetter of Credit Issuer (in the case of the issuance of Letters of Credit), as the case may be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may benotice, believed by the Administrative Agent Agent, Chase or the Swingline LenderLetter of Credit Issuer, as the case may be, in good faith to be from the chairman, a vice chairman, the president, the chief financial officer, the treasurer, an Authorized Officer assistant treasurer, the supervisor, cash management or a director of treasury operations of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s 's, Chase's or the Swingline Lender’s Letter of Credit Issuer's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest errornotice.