Common use of Notice of Borrowing Clause in Contracts

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Borrower shall (a) To request a Revolving Credit Loan borrowing or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (i) a written notice Notice of Borrowing (or telephone telephonic notice promptly confirmed in writing which confirmation may be by faxwriting) prior to the Administrative Agent not later than 11:00 A.M. on the same 12:00 noon (New York time) at least three (3) Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the date proposed day of the requested borrowing each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and writing) prior to 1:00 p.m. (New York time) on the fourth Business Day prior to the date proposed day of the requested borrowing in the case each Borrowing of Alternate Base Rate ABR Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyand Swingline Loans. Each such request for borrowing Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (Ai) that whether such Borrowing is to be a Revolving Credit Loan is requestedor Swingline Loan, (Bii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing and (y) with respect to Swingline Loans the aggregate principal amount of Swingline Loans to be made pursuant to such Borrowing which shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, in each case, the remaining amount of the Revolving Credit Commitment or the Swingline Commitment, as applicable), (iii) the date of the requested borrowing Borrowing (which shall be a Business Day), (Civ) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Revolving Credit Loan, then whether such notice Borrowing shall be deemed consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be a request for an Interest Period of one month, initially applicable thereto and (2vi) the type number and location of Revolving Loan requested, then such notice shall be deemed the account to which funds are to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderdisbursed. The Administrative Agent shall promptly give notice to each Lender written notice (or telephonic notice promptly upon receipt confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Subject to the second parenthetical in Section 2.02(a)(ii) and other than in respect of a Deferred Loan, whenever the Borrower desires to make a Borrowing hereunder, it shall request a Revolving Loan borrowing by give the Facility Agent at its Notice Office at least three Business Days’ prior written notice (or telephone of each Loan to be made hereunder, provided that any such notice promptly confirmed in writing which confirmation may shall be by fax) deemed to the Administrative Agent not later than have been given on a certain day only if given before 11:00 A.M. on (Frankfurt time) (unless such 11:00 A.M. deadline is waived by the same Business Day of the requested borrowing Facility Agent in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyInitial Borrowing Date). Each such request for borrowing written notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A, appropriately completed to specify (Ai) that a Revolving Loan is requestedthe portion of the Total Commitments to be utilized on such Borrowing Date, (Bii) if the Borrower and/or the Parent has entered into Earmarked Foreign Exchange Arrangements with respect to the installment payments due and owing under the Construction Contract to be funded by the Loans to be incurred on such Borrowing Date, the Dollar Equivalent of the portion of the Total Commitment to be borrowed on such Borrowing Date and evidence of such Earmarked Foreign Exchange Arrangements, (iii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (Civ) when the Loans are to be subject to interest at the Floating Rate, the initial Interest Period to be applicable thereto, (v) to which account(s) the aggregate principal amount proceeds of such Loans are to be borroweddeposited (it being understood that pursuant to Section 2.04 the Borrower may designate one or more accounts of the Yard, Hermes and/or the provider of the foreign exchange arrangements referenced in the definition of Dollar Equivalent) and (Dvi) whether that all representations and warranties made by each Credit Party, in or pursuant to the borrowing Credit Documents are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and no Event of Default is or will be comprised of Alternate Base Rate continuing after giving effect to such Borrowing. The Facility Agent shall promptly give each Lender which is required to make Loans, EURIBOR/LIBOR Rate Loans or a combination thereofnotice of such proposed Borrowing, of such Xxxxxx’s proportionate share thereof and of the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, other matters required by the Interest Period(s) therefor. A form of Notice of Borrowing (a “immediately preceding sentence to be specified in the Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. 1:00 P.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, borrowed and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The Borrower shall Borrowers may request a new Revolving Loan borrowing Loans (including Swing Line Loans), by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) delivering to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that at its Lending Office a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. which notice may be transmitted by electronic mail subject to the limitations set forth in Section 16.1(d)). If the Borrower shall fail requested Revolving Loan is to specify in any be a Base Rate Loan or a LIBOR Index Rate Loan, then, such Notice of Borrowing (1) must be received by Administrative Agent at or before 11:00 a.m. on the Business Day on which Borrowers desire such Revolving Loan to be made. If the requested Revolving Loan is to be an applicable Interest Period in the case of a EURIBOR/Adjusted LIBOR Rate Loan, then such notice Notice of Borrowing must be received by Administrative Agent at or before 11:00 a.m. on the third Business Day preceding the date on which Borrowers desire such Revolving Loan to be made. Any Notice of Borrowing received by Administrative Agent after 11:00 a.m. on a Business Day shall be deemed to have been received on the immediately following Business Day. Each Notice of Borrowing for a Revolving Loan shall specify (i) the amount of the Borrowing; (ii) the requested funding date (which must be a Business Day); (iii) whether the Borrowing is requested to be made as a Swing Line Loan, (iv) whether the Borrowing is requested to be made as a Base Rate Loan, LIBOR Index Rate Loan or Adjusted LIBOR Rate Loan; and (v) in the case of an Adjusted LIBOR Rate Loan, the duration of the applicable Interest Period. If Borrowers do not specify an Interest Period with respect to any Notice of Borrowing for an Adjusted LIBOR Rate Loan, then, the Interest Period for such Loan shall be deemed to be one (1) month. Each Notice of Borrowing for a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request received by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofbe irrevocable.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by faxwriting) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and 1:00 P.M. on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Eurocurrency Rate Loans denominated in Dollars, Dollars and 1:00 P.M. on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR all Eurocurrency Rate Loans denominated in any Alternative Foreign Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the currency and the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Eurocurrency Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Eurocurrency Rate Loans are requested, the Interest Period(s) therefortherefore and currency therefor and (E) whether Hyatt or the Foreign Borrower is the Borrower of such Loan. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Eurocurrency Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate a Base Rate Loan hereunder or hereunder, (3) the Currency currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate a Revolving Loan denominated in Dollars hereunderor (4) whether Hyatt or the Foreign Borrower is the Borrower of such Loan, then the Borrower of such Loan shall be deemed to be Hyatt. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of BorrowingBorrowing pursuant to this Section 2.1(b)(i), the contents thereof and each such Lender’s share thereofof any borrowing to be made pursuant thereto.

Notice of Borrowing. The Borrower Company shall request a Revolving Loan borrowing by give Administrative Agent at its Notice Office same day written notice (or telephone telephonic notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent writing), given not later than 11:00 A.M. 10:00 a.m. (New York City time) of each Base Rate Loan, and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing), given not later than 1:00 p.m. (New York City time), of each Eurocurrency Loan to be made hereunder; provided, however, that a Notice of Borrowing with respect to Borrowings to be made on the same Business Day date hereof may, at the discretion of Administrative Agent, be delivered later than the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencytime specified above. Each such request for borrowing notice (each a “Notice of Borrowing”), which shall be irrevocable in the form of Exhibit 2.5 hereto, shall be irrevocable, shall be deemed a representation by Company that all conditions precedent to such Borrowing have been satisfied and shall specify (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Loans to be made pursuant to such Borrowing, (Bii) the date of the requested borrowing Borrowing (which shall be a Business Day), ) and (Ciii) the aggregate principal amount whether such Loans are to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereofEurocurrency Loans and, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requestedwith respect to Eurocurrency Loans, the Interest Period(sPeriod to be applicable thereto. Administrative Agent shall as promptly as practicable give each Lender written or telephonic notice (promptly confirmed in writing) therefor. A form of Notice each proposed Borrowing, and of Borrowing (a “the other matters covered by the Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify . Without in any such Notice way limiting Company’s obligation to confirm in writing any telephonic notice, Administrative Agent may act without liability upon the basis of Borrowing (1) an applicable Interest Period telephonic notice believed by Administrative Agent in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed good faith to be from a request for an Interest Period Responsible Officer of one monthCompany prior to receipt of written confirmation. Administrative Agent’s records shall, (2) the type of Revolving Loan requestedabsent manifest error, then such notice shall be deemed final, conclusive and binding on Company with respect to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency evidence of the Revolving Loan requested, then terms of such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each telephonic Notice of Borrowing, . Company hereby agrees not to dispute Administrative Agent’s record of the contents thereof and each such Lender’s share thereoftime of telephonic notice.

Notice of Borrowing. The (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Notice Office at least three Business Day Days’ prior notice of the requested borrowing in the case of Alternate each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans denominated in Dollarshereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), and on the third Borrower shall give the Administrative Agent at the Notice Office at least one Business Day Day’s prior to the date notice of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate each Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated Loan to be incurred hereunder, provided that (in each case) any Alternative Currencysuch 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 request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency), (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (Ciii) whether the aggregate principal amount Loans being incurred pursuant to such Borrowing are to be borrowedinitially 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 (Dv) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a request for an Interest Period of one monthPermitted Acquisition (or to pay any fees and expenses incurred in connection therewith), (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency amount of the Revolving Loan requested, then Borrowing Availability after giving effect to such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderBorrowing. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt of each which is required to make Loans specified in the respective Notice of Borrowing, the contents thereof and each notice of such proposed Borrowing, of such Lender’s proportionate share thereofthereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The (a) Whenever the Borrower desires to incur Term Loans, the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Business Day of the requested borrowing Administrative Agent’s Office prior to 12:00 p.m. (New York City time) (i) in the case of Alternate Base Rate 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, and on the third at least three Business Day Day’s prior to the date of the requested borrowing written notice (or, in the case of EURIBOR/LIBOR Rate a Borrowing of Initial Term Loans denominated in Dollars, and to be made on the fourth Closing Date, one Business Day 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 date provisions of the requested borrowing Section 2.11), (iii) in the case of Alternate Base Rate Loans or EURIBOR/a Borrowing of LIBOR Rate 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. Each such request for borrowing shall be irrevocable and Such notice (a “Notice of Borrowing”, substantially in the form of Exhibit K) shall specify (A) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period which, in the case of a EURIBOR/Borrowing of Initial Term Loans, shall be the Closing Date) and (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Rate LoanLoans 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) 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 is specified in any such notice notice, then the Borrower shall be deemed to be a request for have selected an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder’s duration. The Administrative Agent shall give promptly advise the applicable Lenders of any notice given pursuant to each Lender promptly upon receipt this Section 2.3(a) (and the contents thereof), and of each Notice of Borrowing, the contents thereof and each such Lender’s pro rata share thereofof the requested Borrowing.

Notice of Borrowing. The Borrower Borrowers shall request a Revolving Loan borrowing by written irrevocable notice (or telephone notice promptly confirmed in writing to the Administrative Agent, which confirmation may be given by fax(x) telephone or (y) delivery of a Notice of Borrowing (provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing) to the Administrative Agent not later than 11:00 A.M. a.m. on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyEurodollar Loans. Each such request for borrowing shall be irrevocable and shall specify (Ai) that a Revolving Loan or Term Loan, if applicable, is requested, (Bii) the date of the requested borrowing (which shall be a Business Day), (Ciii) the aggregate principal amount to be borrowed, borrowed and (Div) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Eurodollar Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Eurodollar Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing shall fail to specify (1A) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Eurodollar Loan, then such notice shall be deemed to be a request for an Interest Period of one (1) month, (2B) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate a Base Rate Loan hereunder or and (3C) whether the Currency of the borrowing is a Revolving Loan requestedor a Term Loan, then such notice shall be deemed to be a request by for a Revolving Loan. If the Initial Borrower for an Alternate Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to Base Rate Loan denominated Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in Dollars hereundereffect with respect to the applicable Eurodollar Loans. The Administrative Agent shall give notice to each Lender promptly upon before 5:00 p.m. on the day of receipt of each Notice of Borrowing, Borrowing specifying the contents thereof and each such Lender’s share thereofof any borrowing to be made pursuant thereto. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Loan.

Notice of Borrowing. The (a) If the Borrower desires to incur the Loans (or portions thereof) as (x) LIBOR Loans hereunder, the Borrower shall request a give the Administrative Agent (and, with respect to Revolving Loan borrowing by written notice Loans only, the Revolving Agent) at the Notice Office at least three Business Days (or telephone notice promptly confirmed in writing which confirmation may or, with respect to LIBOR Loans to be by fax) made on the Restatement Effective Date, such shorter period as shall be acceptable to the Administrative Agent not later than 11:00 A.M. on the same Business Day Agent) prior notice of the requested borrowing in the case of Alternate LIBOR Loans to be incurred hereunder and (y) Base Rate Loans denominated in Dollarshereunder, and on the third Borrower shall give the Administrative Agent at the Notice Office at least one Business Day prior Day’s (or, with respect to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR to be made on the Restatement Effective Date, such shorter period as shall be acceptable to the Administrative Agent) prior notice of the Base Rate Loans denominated in to be incurred hereunder, provided that any Alternative Currencysuch notice shall be deemed to have been given on a certain day only if given before 12:00 noon (New York City time) on such day. Each such request for borrowing notice (the “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing, substantially in the form of Exhibit F, appropriately completed to specify: (Ai) that the aggregate principal amount of such Borrowing and whether it is to be a Borrowing of Revolving Loan is requestedLoans or Term Loans, (Bii) the Class of the Loans to be incurred pursuant to such Borrowing, (iii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Div) whether the borrowing shall Loans being incurred pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, EURIBOR/LIBOR Rate the initial Interest Period to be applicable thereto and (v) the applicable account details for the Borrower. The Administrative Agent shall promptly give each Lender which is required to make Loans or a combination thereof, of the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, Class specified in the Interest Period(s) therefor. A form of Notice of Borrowing (a “respective Notice of Borrowing”) is attached as Exhibit A. If , notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the Borrower shall fail other matters required by the immediately preceding sentence to specify be specified in any such the Notice of Borrowing (1) an applicable Interest Period Borrowing. With respect to Revolving Loans, each reference to the Administrative Agent in the case of a EURIBOR/LIBOR Rate Loan, then such notice this clause shall also be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed reference to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofAgent.

Notice of Borrowing. The Borrower Company shall request a Revolving Loan borrowing by written notice delivering a Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a Notice of Borrowing, which confirmation delivery may be by faxfacsimile) to the Administrative Agent not later than 11:00 A.M. on the same Business Day that is the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) the applicable Borrower to which such Loan is to be made, (B) that a Revolving Loan is requested, (BC) the date of the requested borrowing (which shall be a Business Day), (CD) the aggregate principal amount to be borrowed, borrowed and (DE) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower Company shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requestedapplicable Borrower for such Loan, then such notice shall be deemed to be a request by for a Revolving Loan for the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderCompany. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. 1:00 P.M. on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, borrowed and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The Whenever the Borrowers desire to make a Borrowing of Term Loans hereunder, the Lead Borrower shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephone telephonic notice promptly confirmed in writing which confirmation may 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 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 12:00 Noon (New York City time) on such day (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion); provided further that that, except for the Borrowing of the 2017 Additional Term Loans on the Amendment No. 1 Effective Date, 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 fax) to the Administrative Agent not later than 11:00 A.M. on the same a.m. four Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day 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 borrowing in Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to 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 borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyInterest Period has been consented to by such Lenders. Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing by or on behalf of the Borrowers, in the form of Exhibit A-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: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made pursuant to such Borrowing, (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Loans, EURIBOR/LIBOR Rate Term Loans or a combination thereof, the Currency therefor, LIBO Rate Term Loans and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(v) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR LIBO Rate LoanTerm Loans, then such notice shall be deemed the Interest Period to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderinitially applicable thereto. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt of each the Tranche specified in the respective Notice of Borrowing, the contents thereof and each notice of such proposed Borrowing, of such Lender’s proportionate share thereofthereof (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.

Notice of Borrowing. The Each Committed Borrowing shall be made on notice by the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent Agent, 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 same Business Day date of the requested borrowing in the case proposed Committed Borrowing if such Committed Borrowing is to be comprised of Alternate Base Rate Loans denominated in Dollars, Advances and no earlier than 9:00 A.M. (New York City time) and no later than 4:00 P.M. (New York City time) on the third Business Day prior to the such date if such Committed Borrowing is to be comprised of the requested borrowing in the case of EURIBOR/LIBOR Eurodollar Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyAdvances. Each such request for borrowing shall be irrevocable and shall specify (A) that notice of a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Committed Borrowing (a “"Notice of Borrowing”") is attached as shall be by telecopier, or by telephone confirmed immediately in writing, in substantially the form of Exhibit A. If A-2 hereto, specifying therein the Borrower shall fail to specify in any requested (i) date of such Notice Committed Borrowing, (ii) Type of Advances comprising such Committed Borrowing, (iii) aggregate amount of such Committed Borrowing and (1iv) an applicable Interest Period in the case of a EURIBOR/LIBOR Committed Borrowing consisting of Eurodollar Rate LoanAdvances, then such notice shall be deemed to be a request for an the initial Interest Period for each such Committed Advance. Each Lender shall, before 1:00 P.M. (New York City time) on the date of one monthsuch Committed Borrowing, (2) make available for the type account of Revolving Loan requestedits Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, then in same day funds, such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency Lender's Pro Rata Share of the Revolving Loan requested, then requested amount of such notice shall be deemed to be a request Committed Borrowing. Promptly after the Administrative Agent's receipt of such funds (and in any event by the Initial Borrower for an Alternate Base Rate Loan denominated close of business New York City time on the date of such Borrowing) and upon fulfillment of the applicable conditions set forth in Dollars hereunder. The Article III, the Administrative Agent will make the funds so received available to the Borrower by depositing the same in immediately available funds into such account as the Borrower shall give notice to each Lender promptly upon receipt of each have specified in the related Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Whenever a Borrower desires to make a Borrowing hereunder (excluding Mandatory Borrowings), it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on the same Business Day at its Notice Office prior notice of the requested borrowing each desired Base Rate Loan or IBOR Loan (which must be given prior to 12:00 Noon (New York time) (or 3:00 P.M. (New York time) in the case of Alternate Base Rate Loans denominated in Dollars, and Swingline Loans) if such notice is given on the third day such Borrowing is desired) and at least three Business Day Days' prior notice of each desired LIBOR Loan, provided that any such notice shall be deemed to the date of the requested borrowing have been given on a certain day only if given before 12:00 Noon (New York time) (or, in the case of EURIBOR/LIBOR Rate Swingline Loans denominated 3:00 P.M. (New York time)) on such day. Each such notice (each a "Notice of Borrowing") shall be given by the respective Borrower, in Dollarsthe form of Exhibit A and executed by an authorized signatory for such Borrower, and on appropriately completed to specify the fourth Business Day prior principal amount of the Revolving Loan to be made pursuant to such Borrowing, the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised Borrower on behalf of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are which such Revolving Loan is being requested, the Interest Period(s) therefor. A form Asset Coverage Ratio, together with the calculations necessary to compute the Asset Coverage Ratio, of Notice such Borrower as of Borrowing (a “Notice the close of Borrowing”) is attached as Exhibit A. If business on the Borrower shall fail to specify in any latest Business Day preceding the date of such Notice of Borrowing (1) an applicable Interest Period in after giving PRO FORMA effect to such Borrowing, whether the case of Loan being made pursuant to such Borrowing is to be initially maintained as a EURIBOR/LIBOR Base Rate Loan, then IBOR Loan or, if such Loan is a Revolving Loan, LIBOR Loan and, if a Revolving Loan to be maintained as a Fixed Rate Loan, the initial Interest Period to be applicable thereto, provided that a Borrower may provide telephonic notice to the Administrative Agent of its intent to make a Borrowing, which telephonic notice shall be deemed effective if given within the time required above in this Section 1.03 and promptly followed by a Notice of Borrowing, which Notice of Borrowing shall be received by the Administrative Agent on the day of such telephonic notice and prior to any disbursement of funds in connection with such Borrowing. Any telephonic notice given pursuant to the immediately preceding sentence shall be deemed to be a request for an Interest Period of one month, (2) representation and warranty by the type of Revolving Loan requested, then Borrower giving such notice shall be deemed that all of the facts required to be set forth in a request for an Alternate Base Rate Loan hereunder or (3) the Currency Notice of Borrowing are true as of the Revolving Loan requested, then time of the giving of such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereundernotice. The Administrative Agent shall promptly give each Bank notice of such proposed Borrowing, of such Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to each Lender promptly upon receipt of each be specified in the Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Borrower Company shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than (A) with respect to any Revolving Loan borrowings requested to be made on the Closing Date, 11:00 A.M. on such Business Day and (B) for all other Revolving Loan borrowings, 11:00 A.M. on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, (D) the applicable Borrower, (E) the applicable wiring instructions for such borrowing and (DF) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the applicable Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The Borrower shall request obligation of each Lender to make Revolving Credit Loans comprising a Revolving Loan borrowing Credit Borrowing under the Revolving Credit Facility is conditioned upon receipt by written notice (or telephone notice promptly confirmed in writing which confirmation may be the Agent of a request by fax) to Holdings on behalf of the Administrative Agent Borrowers not later than 11:00 A.M. 12:00 noon (Cleveland, Ohio time) (i) on the same Business Banking Day of which is the requested borrowing in the case date of Alternate Base a proposed Revolving Credit Borrowing comprised of Prime Rate Loans denominated in Dollars, and (ii) on the third Business Day a day which is three (3) Banking Days prior to the Banking Day which is the requested date of a proposed Revolving Credit Borrowing comprised of LIBOR Loans (except that the Revolving Credit Borrowing requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior Restatement Date may be comprised of LIBOR Loans so long as each of the Lenders shall have agreed to make LIBOR Loans on the Restatement Date without the notice required by this Section 3.l(d) and the Borrowers shall have agreed in a writing satisfactory in form and substance to the date Agent to indemnify the Lenders in respect of the requested borrowing in the case any loss suffered by reason of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencysuch accommodation). Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached shall be transmitted by Holdings on behalf of the Borrowers to the Agent by telecopier, email or such other means as the Agent agrees to in writing, substantially in the form of Exhibit A. If B, specifying therein the Borrower shall fail to specify in any requested (A) date of the Revolving Credit Loans comprising such Notice Revolving Credit Borrowing, (B) Type of Borrowing Revolving Credit Loans comprising such Revolving Credit Borrowing, (1C) an applicable Interest Period aggregate amount of such Revolving Credit Loans and (D) in the case of a EURIBOR/proposed Revolving Credit Borrowing comprised of LIBOR Rate LoanLoans, then the initial Interest Period for such notice Revolving Credit Loans. The Borrowers may give a Notice of Borrowing telephonically so long as written confirmation of such Revolving Credit Borrowing by delivery of written Notice of Borrowing is received by the Agent by 1:00 p.m. (Cleveland, Ohio time) on the same day such telephonic Notice of Borrowing is given. The Agent may rely on such telephonic Notice of Borrowing to the same extent that the Agent may rely on a written Notice of Borrowing. Each Notice of Borrowing and telephonic Notice of Borrowing shall be deemed irrevocable and binding on the Borrowers and subject to be the indemnification provisions of this Article 3. The Borrowers shall bear all risks related to the giving of a request for an Interest Period Notice of one month, (2) the type Borrowing telephonically or by such other method of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency transmission as Holdings on behalf of the Revolving Loan requested, then such notice Borrowers shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderelect. The Administrative Agent shall give notice to each Lender promptly upon receipt reasonably prompt notice by telecopier or email on the day received of each such Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The (a) Whenever a Borrower desires to incur (x) LIBOR Loans hereunder, such Borrower shall request a Revolving Loan borrowing by give the Administrative Agent written notice (or telephone telephonic notice promptly confirmed in writing to the Notice Office, which confirmation may notice must be received by fax) to the Administrative Agent not later than 11:00 A.M. on the same prior to 2:00 P.M. (New York City time) at least three Business Day of the requested borrowing Days’ (or four Business Days’ in the case of Alternate Loans denominated in Euros or an Acceptable Foreign Currency) prior to the requested date of Borrowing of each such LIBOR Loan to be incurred hereunder, and (y) Base Rate Loans denominated hereunder (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), such Borrower shall give the Administrative Agent written notice or telephonic notice promptly confirmed in Dollarswriting to the Notice Office, and on which notice must be received by the third Administrative Agent prior to 2:00 P.M. (New York City time) at least one Business Day prior to the requested date of the requested borrowing in the case Borrowing of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate each such Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoan to be incurred hereunder. Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (Ai) that a the aggregate principal amount of the Revolving Loans to be incurred pursuant to such Borrowing (stated in the Available Currency in which such Revolving Loan is requestedto be made), (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing Revolving Loans made pursuant to such Borrowing constitute Agent Advances (it being understood that the Administrative Agent shall be comprised of Alternate Base Rate Loansunder no obligation to make such Agent Advance), EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(iv) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanU.S. Dollar Denominated Revolving Loans, then whether the Revolving Loans being incurred pursuant to such notice shall be deemed Borrowing are to be a request for an initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the initial Interest Period of one month, to be applicable thereto and (2v) the type applicable Borrowing Base at such time. Except in the case of Revolving Loan requestedAgent Advances, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt notice of each 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, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Borrower Company (on its own behalf or on behalf of any Borrower) shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing which confirmation may be by faxthrough delivery of a Notice of Borrowing) to the Administrative Agent (A) not later than 11:00 A.M. (I) on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and (II) on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in DollarsDollars and (B) not later than 10:00 A.M. (London, and on the fourth England time) four (4) Business Day Days prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative a Foreign Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan the Borrower on whose behalf the Company is requested, requesting such borrowing; (B) the date of the requested borrowing (such borrowing, which shall be a Business Day), (C) the aggregate principal amount of such borrowing, which shall be, (x) with respect to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof, and (y) with respect to LIBOR Rate Loans Loans, in an aggregate principal amount of $5,000,000 or a combination thereofwhole multiple of $1,000,000 in excess thereof (or such other amount as may be satisfactory to the Administrative Agent), (D) in the Currency thereforcase of a borrowing denominated in Dollars, and if EURIBOR/whether such Revolving Loan is to be a LIBOR Rate Loans are requestedLoan or an Alternate Base Rate Loan, (E) in the case of a LIBOR Rate Loan, (x) the currency in which such LIBOR Rate Loan is to be denominated and (y) the duration of the Interest Period(sPeriod applicable thereto and (F) thereforthe location and number of the applicable Borrower’s account to which funds are to be disbursed. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower Company shall fail to specify in any such Notice of Borrowing (1x) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2y) the type Type of Revolving Loan requestedrequested in the case of a Loan to be made in Dollars, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3z) the Currency of the Revolving Loan requestedcurrency for such Loan, then such notice Loan shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated made in Dollars hereunderDollars. The Administrative Agent shall give notice to each Lender promptly promptly, on the same day received by the Administrative Agent, upon receipt of each Notice of BorrowingBorrowing pursuant to this Section 2.1(d)(i), the contents thereof and each such Lender’s share thereofof any borrowing to be made pursuant thereto.

Notice of Borrowing. The (a) Whenever the Borrower desires to incur Term Loans, the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Business Day of the requested borrowing Administrative Agent’s Office prior to 12:00 p.m. (New York City time) (i) in the case of Alternate Base Rate 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, and on the third at least three Business Day Day’s prior to the date of the requested borrowing written notice (or, in the case of EURIBOR/LIBOR Rate a Borrowing of Closing Date Term Loans denominated in Dollars, and to be made on the fourth Closing Date or Amendment No. 3 New Term Loans to be made on the Amendment No. 3 Effective Date, one Business Day 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 date provisions of the requested borrowing Section 2.11), (iii) in the case of Alternate Base Rate Loans or EURIBOR/a Borrowing of LIBOR Rate 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. Each such request for borrowing shall be irrevocable and Such notice (a “Notice of Borrowing”, substantially in the form of Exhibit K) shall specify (A) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period which, in the case of a EURIBOR/Borrowing of Closing Date Term Loans, shall be the Closing Date) and (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Rate LoanLoans 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) 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 is specified in any such notice notice, then the Borrower shall be deemed to be a request for have selected an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder’s duration. The Administrative Agent shall give promptly advise the applicable Lenders of any notice given pursuant to each Lender promptly upon receipt this Section 2.3(a) (and the contents thereof), and of each Notice of Borrowing, the contents thereof and each such Lender’s pro rata share thereofof the requested Borrowing.

Notice of Borrowing. The (a) Whenever Borrower desires to utilize the Loan Commitments for an Acquisition Loan, it shall request deliver to Agent a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent Borrowing Base Certificate and a Notice of Borrowing not later than 11:00 A.M. on the same a.m., Closing Office Time, three Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the date of the requested borrowing in the case proposed borrowing, which Notice of EURIBOR/LIBOR Rate Loans denominated in DollarsBorrowing shall, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify among other items, (A) that specify (i) the Eligible Portfolio Entity to whose capital Borrower or a Revolving Loan is requestedPrimary Obligor will, directly or indirectly, contribute or loan the proceeds of the Loans; (Bii) the Asset Pool or Asset Pools to be acquired by such Portfolio Entity; (iii) the date of the requested proposed borrowing (which shall be a Business DayDay (each, a "Borrowing Date")); (iv) if such Borrowing Date is a Payment Date, (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing such Loans shall be comprised of Alternate constitute Base Rate Loans, EURIBOR/LIBOR Rate Loans or Eurocurrency Loans (if not specified or if such date is not a combination thereofPayment Date, the Currency therefor, and if EURIBOR/LIBOR Base Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, have been requested); (2v) the type currency in which the Loan will be borrowed; (vi) the total amount of Revolving Loan requestedsuch borrowing (which shall be in a minimum amount of 100,000 units of the relevant currency, then and in an amount the Dollar Equivalent of which is equal to or greater than $100,000, and integral multiples of 100,000 units of relevant currency in excess thereof); and (vii) the amount, if any, of fees (including the Utilization Fee) requested to be borrowed; and (B) certify that (x) Borrower delivered the Final Asset Pool Acquisition Certificate in respect of such Asset Pool or Asset Pools not later than five Business Days before the Borrowing Date specified in such notice shall be deemed and that all information set forth in such Asset Pool Acquisition Certificate (as revised through the Final Asset Pool Acquisition Certificate and as further revised to be a request for an Alternate Base Rate Loan hereunder the extent permitted by Section 6B.4) remains true and correct and (y) on or (3) prior to the Currency date of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each Borrower has delivered to Agent a Final NPV Pool Certificate in respect of such Lender’s share thereofAsset Pool.

Notice of Borrowing. The Each Committed Loan shall be made pursuant to a Notice of Borrowing (substantially in the form of Exhibit B-1) given by Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to Agent at the Administrative Agent Agency Office not later than 11:00 A.M. on the same Business Day of the requested borrowing 12:00 Noon (local time in the case of Alternate Base Rate Loans denominated in Dollars, and city where the Agency Office is situated) on (i) the third Business Banking Day prior to the date of the requested borrowing proposed Committed Loan, in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsany Eurodollar Committed Loan, and on or (ii) the fourth Business Banking Day prior to the date of the requested borrowing proposed Committed Loan, in the case of Alternate any Base Rate Loan. Agent shall give to each Bank prompt notice thereof by telex, cable or telefacsimile. Committed Loans or EURIBOR/LIBOR Rate Loans denominated may also be 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 telephonic request is received by Agent no later than 12:00 Noon (local time in any Alternative Currencythe city where the Agency Office is situated) on the Banking Day prior to such Committed Loan. Each such Notice of Borrowing or telephonic request for borrowing shall be irrevocable and a Committed Loan shall specify (A) that a Revolving Loan is requested, (B1) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Committed Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type amount of Revolving such Committed Loan, (3) whether such Committed Loan requested, then such notice shall be deemed is to be a request for an Alternate Base Rate Loan hereunder or a Eurodollar Committed Loan, and (34) the Currency of the Revolving if such Committed Loan requested, then such notice shall be deemed is to be a request by Eurodollar Committed Loan, the Initial Borrower for an Alternate Base Rate Loan denominated Interest Period with respect thereto. Each Bank shall, before 12:00 Noon (local time in the city where the Agency Office is situated) on the date of such Committed Loan, make available to Agent at the Agency Office, in same day funds in Dollars hereunder. The Administrative for credit to the Applicable Agent's Account, such Bank's ratable portion of such Committed Loan and, unless Agent shall give notice has been notified by a Bank pursuant to each Lender promptly upon receipt Section 2.1(f) that such Bank will not make available its ratable portion of each Notice such Committed Loan, Agent will make such funds available to Borrower at the Agency Office on the date of Borrowing, the contents thereof and each such Lender’s share thereofCommitted Loan.

Notice of Borrowing. The Borrower When the Company desires the Swing Line Bank to make a Swing Line Loan, the Company shall request a Revolving Loan borrowing by send to the Agent and the Swing Line Bank written notice in the form of Exhibit C hereto (or telephone telephonic notice promptly confirmed in a writing which confirmation may be by faxin the form of Exhibit C hereto) to the Administrative Agent of each Swing Line Loan requested hereunder (a "Swing Line Loan Request") not later than 11:00 A.M. 1:00 p.m. (Boston time) on the same Business Day proposed Drawdown Date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencySwing Line Loan. Each such request for borrowing Swing Line Loan Request shall set forth the principal amount of the proposed Swing Line Loan and the date on which the proposed Swing Line Loan would mature (the "Swing Line Loan Maturity Date") which shall in no event be later than the Final Maturity Date. Each Swing Line Loan Request shall be irrevocable and binding on the Company and shall specify obligate the Company to borrow the Swing Line Loan from the Swing Line Bank on the proposed Drawdown Date thereof. Upon satisfaction of the applicable conditions set forth in this Agreement, on the proposed Drawdown Date the Swing Line Bank shall make the Swing Line Loan available to the Company no later than 3:00 p.m. (ABoston time) on the proposed Drawdown Date by crediting the amount of the Swing Line Loan to the account(s) of the Company specified in the Swing Line Loan Request; provided that the Swing Line Bank shall not advance any Swing Line Loans after it has received notice from any Bank that a Revolving Loan Default or Event of Default has occurred and stating that no new Swing Line Loans are to be made until such Default or Event of Default has been cured or waived in accordance with the provisions of this Agreement. The Swing Line Bank shall not be obligated to make any Swing Line Loans at any time when any Bank is requesteda Delinquent Bank unless the Swing Line Bank has entered into arrangements reasonably satisfactory to it to eliminate the Swing Line Bank's risk with respect to such Delinquent Bank, (B) the date which may include cash collateralizing such Delinquent Bank's Commitment Percentage of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount outstanding Swing Line Loans and any such additional Swing Line Loans to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofmade.

Notice of Borrowing. The Borrower Company shall request a Revolving Loan borrowing by written notice delivering a Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent (A) not later than 11:00 A.M. EST (I) on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and (II) on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsand (B) not later than 10:00 A.M. (London, and on the fourth England time) four Business Day Days prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyForeign Currency Loans. Each such request for borrowing shall be irrevocable and shall specify (A1) the applicable Borrower, (2) that a Revolving Loan is requested, (B3) the date of the requested borrowing (which shall be a Business Day), (C4) the aggregate principal amount to be borrowed, and (D5) the applicable currency in which the Revolving Loan is to be funded, (6) if the Revolving Loan is to be made in Dollars, whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, (7) if the Currency thereforRevolving Loan is to be made in a Foreign Currency, that such Revolving Loan shall be comprised solely of LIBOR Rate Loans and (8) if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower Company shall fail to specify in any such Notice of Borrowing (1w) the applicable Borrower, then such notice shall be deemed to be a request for a Revolving Loan to be made to the Company, (x) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2y) the type of Revolving Loan requestedrequested in the case of a Revolving Loan to be made in Dollars, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3z) the Currency of the currency for such Revolving Loan requestedLoan, then such notice Revolving Loan shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated made in Dollars hereunderDollars. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The Borrower When Ryder desires the Domestic Swing Line Lenders to make a Domestic Swing Line Loan, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) send to the Domestic Swing Line Lenders and the Administrative Agent written notice appropriately completed and signed by a Responsible Officer of Ryder in the form of Exhibit G-1 hereto (or telephonic notice confirmed in a writing in the form of Exhibit G-1 hereto) or 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) of each Domestic Swing Line Loan requested hereunder (a “Domestic Swing Line Loan Request”) not later than 11:00 A.M. 2:00 p.m. on the same Business Day proposed Drawdown Date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyDomestic Swing Line Loan. Each such request for borrowing Domestic Swing Line Loan Request shall set forth the principal amount of the proposed Domestic Swing Line Loan and the Swing Line Loan Maturity Date relating to such Domestic Swing Line Loan, which shall in no event be later than the Maturity Date. Each Domestic Swing Line Loan Request shall be irrevocable and binding on Ryder and shall specify (A) that a Revolving obligate Ryder to borrow the Domestic Swing Line Loan is requestedfrom the Domestic Swing Line Lenders on the proposed Drawdown Date thereof. Upon satisfaction of the applicable conditions set forth in this Agreement, (B) on the date proposed Drawdown Date each of the Domestic Swing Line Lenders shall make its Domestic Swing Line Commitment Percentage of the requested borrowing (which Domestic Swing Line Loan available to Ryder no later than 3:00 p.m. on the proposed Drawdown Date by crediting the amount of the Domestic Swing Line Loan to the account specified by Ryder; provided that neither Domestic Swing Line Lender shall be advance any Domestic Swing Line Loans after it has received notice from any Bank that a Business Day), (C) the aggregate principal amount Default or Event of Default has occurred and stating that no new Domestic Swing Line Loans are to be borrowed, and (D) whether made until such Default or Event of Default has been cured or waived in accordance with the borrowing shall be comprised provisions of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofthis Agreement.

Notice of Borrowing. The Borrower shall request a Multicurrency Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 10:00 A.M. on the same (New York, New York time) five (5) Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyMulticurrency Revolving Loans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A1) that a Multicurrency Revolving Loan is requested, (B2) the date of the requested borrowing (which shall be a Business Day), (C3) the aggregate principal amount to be borrowed, and (D4) whether the applicable Foreign Currency in which such Multicurrency Revolving Loan is to be funded, (5) if the Multicurrency Revolving Loan is to be made in Canadian Dollars, that such borrowing shall be comprised solely of Alternate Base Canadian Prime Rate Loans, EURIBOR/(6) if the Multicurrency Revolving Loan is to be made in Australian Dollars, that such borrowing shall be comprised solely of BBR Rate Loans, (7) if the Multicurrency Revolving Loan is to be made in Mexican Pesos, that such borrowing shall be comprised solely of Offshore Rate Loans and (8) if LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR BBR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1x) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanLoan or BBR Rate Loans, then such notice shall be deemed to be a request for an Interest Period of one month, month or (2y) the type of Revolving Loan requestedcurrency for such Loan, then such notice Loan shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated made in Dollars hereunderEuros. The Administrative Agent shall give notice to each Lender the Revolving Lenders promptly upon receipt of each Notice of BorrowingBorrowing pursuant to this Section 2.1(b)(ii)(A), the contents thereof and each such Lender’s share thereofof any borrowing to be made pursuant thereto.

Notice of Borrowing. The (a) Whenever the Term Borrower desires to incur (1) Term Loans that are (x) Eurodollar Loans, the Term Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Notice Office and the Collateral Agent at least one Business Day Days’ prior notice of the requested borrowing in the case of Alternate each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans denominated in Dollarshereunder, the Term Borrower shall give the Administrative Agent at the Notice Office and on the third Collateral Agent at least one Business Day Days’ prior to the date notice of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate each Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated 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 Alternative Currencysuch notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York City time) on such day. Each such request for borrowing shall be irrevocable and shall specify notice (A) that a Revolving Loan is requestedeach, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (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) is attached as Exhibit A. If the Borrower shall fail aggregate principal amount of the Loans to specify in any be incurred pursuant to such Notice Borrowing, (ii) the date of such Borrowing (1) an applicable Interest Period which for any Loan shall be a Business Day and, in the case of a EURIBOR/LIBOR Rate LoanRevolving Loans, then such notice shall only be deemed to be a request for an Interest Period the last Business Day of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of calendar week in which the Revolving Loan requested, then such notice shall be deemed is to be a request by made), (iii) whether the Initial Borrower for an Alternate 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 Loan denominated in Dollars Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Collateral Agent shall promptly give notice to each Lender promptly upon receipt which is required to make Loans of each the Tranche specified in the respective Notice of Borrowing, the contents thereof and each notice of such proposed Borrowing, of such Lender’s proportionate share thereofthereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The (a) Whenever the Borrower desires to make a Borrowing hereunder (excluding Borrowings of Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), it shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office at least one Business Day's prior written notice (or telephone notice telephonic promptly confirmed in writing which 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 made hereunder; provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on such day (each such written notice or written confirmation may be by fax) of telephonic notice a "Notice of Borrowing"). Except as otherwise expressly provided in Section 1.11, whenever the Borrower desires to the Administrative Agent incur Swingline Loans hereunder, it shall provide BTCo with a Notice of Borrowing not later than 11:00 A.M. 12:00 Noon (New York time) on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior day such Swingline Loan is to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencybe made hereunder. Each such request for borrowing notice shall be irrevocable and shall (x) specify (A) that a Revolving Loan is requested, (B) in each case the date of such Borrowing (which shall be a Business Day) and (y) be given by the requested borrowing Borrower in the form of Exhibit A, appropriately completed to specify the aggregate principal amount of Loans to be made pursuant to such Borrowing, the date of such Borrowing (which shall be a Business Day), (C) whether the aggregate principal amount Loans being 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 borrowed, and (D) whether the borrowing shall be comprised of Alternate initially maintained as Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereofEurodollar Loans and, if Eurodollar Loans, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable initial Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderapplicable thereto. The Administrative Agent shall promptly give notice each Bank which is required to each Lender promptly upon receipt make Loans of each the Tranche specified in the respective Notice of Borrowing, the contents notice of such proposed Borrowing, of such Bank's proportionate share thereof and each such Lender’s share thereofof the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The Administrative Borrower shall request a Revolving Loan borrowing by written notice delivering to the Administrative Agent a Notice of Borrowing (or telephone notice promptly confirmed in writing by delivering to the Administrative Agent a Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefortherefor and (E) the Borrower requesting such borrowing. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Administrative Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The When either Borrower desires to borrow under this Section 2.01, the U.S. Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not later than 11:00 A.M. a Notice of Borrowing, signed by it, (i) on the same Business Day of the requested borrowing Closing Date, in the case of Alternate Base Rate Loans denominated in Dollars, and the Borrowings on the third Effective Date, (ii) no later than 11:30 a.m. (New York time) on the Business Day prior to immediately preceding the date of the requested borrowing proposed Funding Date therefor, in the case of EURIBOR/LIBOR a Borrowing of Base Rate Loans denominated in Dollarsafter the Effective Date, and on the fourth (iii) no later than 9:00 a.m. (New York time) at least three (3) Business Day prior to the date Days in advance of the requested borrowing proposed Funding Date therefor, in the case of Alternate Base a Borrowing of Eurocurrency Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyafter the Effective Date. Each such request for borrowing shall be irrevocable and Such Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount to and currency of the proposed Borrowing, (iii) the Revolving Credit Availability in the applicable currency as of the date of such Notice of Borrowing and, if such Borrowing is requested in an Alternative Currency, the unfunded portion of the Multicurrency Sublimit as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be borrowedof Base Rate Loans or Eurocurrency Rate Loans, (v) in the case of Eurocurrency Rate Loans, the requested Eurocurrency Rate Interest Period, (vi) which Borrower is making the subject Borrowing, and (Dvii) whether instructions for the borrowing shall be comprised disbursement of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or the proceeds of the proposed Borrowing. In lieu of delivering such a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (except with respect to a “Borrowing of Revolving Loans on the Effective Date), the U.S. Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.01(c), if the U.S. Borrower confirms such notice by delivery of the required Notice of Borrowing”Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (New York time) is attached as Exhibit A. If on the Borrower same day, the original of which facsimile copy shall fail be delivered to specify in any the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (1or telephonic notice in lieu thereof) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice given pursuant to this Section 2.01(c) shall be deemed to be a request for an Interest Period of one monthirrevocable, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated except as specifically provided in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofSection 2.01(d)(i).

Notice of Borrowing. The Borrower When the U.K. Borrowers desire the U.K. Agent to make a U.K. Swing Line Loan, they shall request a Revolving Loan borrowing by send to the U.K. Agent written notice in the form of Exhibit G-2 hereto (or telephone telephonic notice promptly confirmed in a writing which confirmation may be by faxin the form of Exhibit G-2 hereto) to the Administrative Agent of each U.K. Swing Line Loan requested hereunder (a “U.K. Swing Line Loan Request”) not later than 11:00 A.M. 12:00 p.m. (London time) on the same Business Day proposed Drawdown Date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyU.K. Swing Line Loan. Each such request for borrowing U.K. Swing Line Loan Request shall set forth the principal amount of the proposed U.K. Swing Line Loan, the currency in which such U.K. Swing Line Loan should be made and the Swing Line Loan Maturity Date relating to such U.K. Swing Line Loan, which shall in no event be later than the Maturity Date. Each U.K. Swing Line Loan Request shall be irrevocable and binding on the U.K. Borrowers and shall specify obligate the U.K. Borrowers to borrow the U.K. Swing Line Loan from the U.K. Agent on the proposed Drawdown Date thereof. Upon satisfaction of the applicable conditions set forth in this Agreement, on the proposed Drawdown Date the U.K. Agent shall make the U.K. Swing Line Loan available to the U.K. Borrowers no later than 3:00 p.m. (ALondon time) on the proposed Drawdown Date by crediting the amount of the U.K. Swing Line Loan to the account specified by the U.K. Borrowers; provided that the U.K. Agent shall not advance any U.K. Swing Line Loans after it has received notice from any Bank that a Revolving Loan is requested, (B) the date Default or Event of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount Default has occurred and stating that no new U.K. Swing Line Loans are to be borrowed, and (D) whether made until such Default or Event of Default has been cured or waived in accordance with the borrowing shall be comprised provisions of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofthis Agreement.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written give the Administrative Agent irrevocable notice (or telephone which notice promptly confirmed must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the anticipated First Amendment Effective Date (as defined below), in writing which confirmation may be by fax) the case of Eurodollar Loans (provided that such notice shall contain an agreement satisfactory to the Administrative Agent that the Borrower agrees to indemnify and hold harmless each Lender from any loss or expense that such Lender actually sustains or incurs (but excluding any loss of anticipated profits) as a consequence of the First Amendment Effective Date not later than 11:00 A.M. occurring, for any reason, on the same Business Day of the requested borrowing anticipated First Amendment Effective Date set forth in the case of Alternate Base Rate Loans denominated in Dollars, such notice) and on the third (b) one Business Day prior to the date of the requested borrowing anticipated First Amendment Effective Date (as defined below), in the case of EURIBOR/LIBOR Base Rate Loans) requesting that the Tranche C Term Loan Lenders make the requested Tranche C Term Loans denominated in Dollarson the First Amendment Effective Date, and on specifying the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether . The Tranche C Term Loans made on the borrowing First Amendment Effective Date shall initially be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form Upon receipt of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice promptly notify each Tranche C Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the First Amendment Effective Date, each Tranche C Term Loan Lender shall make available to each Lender promptly upon receipt the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tranche C Term Loan or Tranche C Term Loans to be made by such Lender; provided, however, that, at the option of each Notice Tranche C Term Loan Lender that is a Tranche B Term Loan Lender immediately prior to giving effect to this Amendment, all or a portion of Borrowingthe aggregate amount of Tranche B Term Loans of such Tranche C Term Loan Lender may be converted to Tranche C Term Loans and applied toward the satisfaction of the foregoing funding requirement. Subject to the immediately preceding sentence, the contents thereof and each Administrative Agent shall use the amounts made available to the Administrative Agent by the Tranche C Term Loan Lenders to prepay the Tranche B Term Loans outstanding on such Lender’s share thereofdate.

Notice of Borrowing. The Whenever the Borrowers desire to make a Borrowing of Term Loans hereunder, Lead Borrower shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephone telephonic notice promptly confirmed in writing which confirmation 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 made hereunder; provided that (a) in each case, any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion), (b) in any event, any such notice with respect to Initial Term Loans to be incurred on the Closing Date may be given (including in the case of any LIBO Rate Borrowing) one Business Day prior to the Closing Date and (c) that if the Borrowers wish to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration, or less than one month in duration with the consent of the Administrative Agent, in each case as provided in the definition of “Interest Period,” the applicable notice must be received by fax) to the Administrative Agent not later than 11:00 A.M. on the same a.m., four Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the requested date of such Borrowing, conversion or continuation, in each case, having an Interest Period other than one, two, three or six months in duration, whereupon the Administrative Agent shall give prompt notice to each applicable Lender with a Commitment of the relevant Tranche of such request and determine whether the requested borrowing in Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify Lead Borrower (which notice may be by telephone) whether or not the requested borrowing Interest Period that is other than one, two, three or six months in duration has been consented to by such Lenders or the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyAdministrative Agent, as applicable. Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing by or on behalf of Lead Borrower, in the form of Exhibit A-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 Lead Borrower to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made pursuant to such Borrowing, (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Term Loans or LIBO Rate Term Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(v) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR LIBO Rate LoanTerm Loans, then the Interest Period to be initially applicable thereto and (vi) the account of the Borrowers into which the proceeds of such notice Term Loans shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder deposited or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderother wire instructions therefor. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt of each the Tranche specified in the respective Notice of Borrowing, the contents thereof and each notice of such proposed Borrowing, of such Lender’s proportionate share thereofthereof (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.

Notice of Borrowing. The Whenever the Borrowers desire to make a Borrowing of Term Loans hereunder, Lead Borrower shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephone telephonic notice promptly confirmed in writing which confirmation 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 made hereunder; provided that (a) in each case, any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion), (b) in any event, any such notice with respect to Initial Term Loans to be incurred on the First Restatement Effective Date may be given (including in the case of any LIBO Rate Borrowing) one Business Day prior to the First Restatement Effective Date and (c) that if the Borrowers wish to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration, or less than one month in duration with the consent of the Administrative Agent, in each case as provided in the definition of “Interest Period,” the applicable notice must be received by fax) to the Administrative Agent not later than 11:00 A.M. on the same a.m., four Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the requested date of such Borrowing, conversion or continuation, in each case, having an Interest Period other than one, two, three or six months in duration, whereupon the Administrative Agent shall give prompt notice to each applicable Lender with a Commitment of the relevant Tranche of such request and determine whether the requested borrowing in Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify Lead Borrower (which notice may be by telephone) whether or not the requested borrowing Interest Period that is other than one, two, three or six months in duration has been consented to by such Lenders or the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyAdministrative Agent, as applicable. Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing by or on behalf of Lead Borrower, in the form of Exhibit A-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 Lead Borrower to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made pursuant to such Borrowing, (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Term Loans or LIBO Rate Term Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(v) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR LIBO Rate LoanTerm Loans, then the Interest Period to be initially applicable thereto and (vi) the account of the Borrowers into which the proceeds of such notice Term Loans shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder deposited or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderother wire instructions therefor. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt of each the Tranche specified in the respective Notice of Borrowing, the contents thereof and each notice of such proposed Borrowing, of such Lender’s proportionate share thereofthereof (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.

Notice of Borrowing. The Administrative Borrower shall request a Revolving Loan borrowing by written notice delivering to the Administrative Agent a Notice of Borrowing (or telephone notice promptly confirmed in writing by delivering to the Administrative Agent a Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. (New York City time) on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefortherefor and (E) the Borrower requesting such borrowing. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Administrative Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The Company or the Japanese Borrower shall may request a Japanese/Multicurrency Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing writing, which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. 12:00 Noon (Charlotte, North Carolina time) on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/all LIBOR Rate Loans denominated in any Alternative CurrencyForeign Currencies. Each such request for borrowing shall be irrevocable and shall specify (A) the applicable Borrower, (B) that a Japanese/Multicurrency Revolving Loan is requested, (BC) the date of the requested borrowing (which shall be a Business Day), (CD) the currency and the aggregate principal amount to be borrowed, borrowed and (DE) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) and currency therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. Schedule 2.1(b)(i). If the applicable Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2II) the type of Japanese/Multicurrency Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder (unless such notice indicates that the requested borrowing is to be made in a Foreign Currency, in which case, such notice shall be deemed to be a request for a LIBOR Rate Loan hereunder), or (3III) the Currency currency of the Japanese/Multicurrency Revolving Loan requested, (x) if such request is made by the Company, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate a Japanese/Multicurrency Revolving Loan denominated in Dollars hereunderand (y) if such request is made by the Japanese Borrower, then such notice shall be deemed to be a request for a Japanese/Multicurrency Revolving Loan denominated in Japanese Yen. The Administrative Agent shall give notice to each Japanese/Multicurrency Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Japanese/Multicurrency Lender’s share thereof.

Notice of Borrowing. The Each Committed Loan shall be made pursuant to a Notice of Borrowing (substantially in the form of Exhibit B-1) given by Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to Agent at the Administrative Agent Agency Office not later than 11:00 A.M. on the same Business Day of the requested borrowing 12:00 Noon (local time in the case of Alternate Base Rate Loans denominated in Dollars, and city where the Agency Office is situated) on (i) the third Business Banking Day prior to the date of the requested borrowing proposed Committed Loan, in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsany Eurodollar Committed Loan, and on or (ii) the fourth Business Banking Day prior to the date of the requested borrowing proposed Committed Loan, in the case of Alternate any Base Rate Loan. Agent shall give to each Bank prompt notice thereof by telex, cable or telefacsimile. Committed Loans or EURIBOR/LIBOR Rate Loans denominated may also be 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 telephonic request is received by Agent no later than 12:00 Noon (local time in any Alternative Currencythe city where the Agency Office is situated) on the Banking Day prior to such Committed Loan. Each such Notice of Borrowing or telephonic request for borrowing shall be irrevocable and a Committed Loan shall specify (A) that a Revolving Loan is requested, (B1) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Committed Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type amount of Revolving such Committed Loan, (3) whether such Committed Loan requested, then such notice shall be deemed is to be a request for an Alternate Base Rate Loan hereunder or a Eurodollar Committed Loan, and (34) the Currency of the Revolving if such Committed Loan requested, then such notice shall be deemed is to be a request by Eurodollar Committed Loan, the Initial Borrower for an Alternate Base Rate Loan denominated Interest Period with respect thereto. Each Bank shall, before 12:00 Noon (local time in the city where the Agency Office is situated) on the date of such Committed Loan, make available to Agent at the Agency Office, in same day funds in Dollars hereunder. The Administrative for credit to the Applicable Agent’s Account, such Bank’s ratable portion of such Committed Loan and, unless Agent shall give notice has been notified by a Bank pursuant to each Lender promptly upon receipt Section 2.1(f) that such Bank will not make available its ratable portion of each Notice such Committed Loan, Agent will make such funds available to Borrower at the Agency Office on the date of Borrowing, the contents thereof and each such Lender’s share thereofCommitted Loan.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. 1:00 P.M. (Charlotte, North Carolina time) on the same Business Day date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollarsand LIBOR Market Index Rate Loans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or LIBOR Market Index Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. Schedule 2.1(b)(i). If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base a LIBOR Market Index Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof. LIBOR Rate Loans shall not be available hereunder until three (3) Business Days after the Closing Date.

Notice of Borrowing. The Borrower shall request obligation of each Lender to make Revolving Credit Loans comprising a Revolving Loan borrowing Credit Borrowing under the Revolving Credit Facility is conditioned upon receipt by written notice (or telephone notice promptly confirmed in writing which confirmation may be the Agent of a request by fax) to Holdings on behalf of the Administrative Agent Borrowers not later than 11:00 A.M. 12:00 noon (Cleveland, Ohio time) (i) on the same Business Banking Day of which is the requested borrowing in the case date of Alternate Base a proposed Revolving Credit Borrowing comprised of Prime Rate Loans denominated in Dollars, and (ii) on the third Business Day a day which is three (3) Banking Days prior to the Banking Day which is the requested date of a proposed Revolving Credit Borrowing comprised of LIBOR Loans (except that the Revolving Credit Borrowing requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior Closing Date may be comprised of LIBOR Loans so long as each of the Lenders shall have agreed to make LIBOR Loans on the Closing Date without the notice required by this Section 3.l(d) and the Borrowers shall have agreed in a writing satisfactory in form and substance to the date Agent to indemnify the Lenders in respect of the requested borrowing in the case any loss suffered by reason of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencysuch accommodation). Each such request for borrowing (a "Notice of Borrowing") shall be irrevocable and shall specify transmitted by Holdings on behalf of the Borrowers to the Agent by telecopier or such other means as the Agent agrees to in writing, substantially in the form of Exhibit B, specifying therein the requested (A) that a date of the Revolving Loan is requestedCredit Loans comprising such Revolving Credit Borrowing, (B) the date Type of the requested borrowing (which shall be a Business Day)Revolving Credit Loans comprising such Revolving Credit Borrowing, (C) the aggregate principal amount to be borrowed, of such Revolving Credit Loans and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/proposed Revolving Credit Borrowing comprised of LIBOR Rate LoanLoans, then the initial Interest Period for such notice Revolving Credit Loans. The Borrowers may give a Notice of Borrowing telephonically so long as written confirmation of such Revolving Credit Borrowing by delivery of written Notice of Borrowing is received by the Agent by 1:00 p.m. (Cleveland, Ohio time) on the same day such telephonic Notice of Borrowing is given. The Agent may rely on such telephonic Notice of Borrowing to the same extent that the Agent may rely on a written Notice of Borrowing. Each Notice of Borrowing and telephonic Notice of Borrowing shall be deemed irrevocable and binding on the Borrowers and subject to be the indemnification provisions of this Article 3. The Borrowers shall bear all risks related to the giving of a request for an Interest Period Notice of one month, (2) the type Borrowing telephonically or by such other method of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency transmission as Holdings on behalf of the Revolving Loan requested, then such notice Borrowers shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderelect. The Administrative Agent shall give notice to each Lender promptly upon receipt reasonably prompt notice by telecopier on the day received of each such Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The When the Borrower desires the Domestic Swing Line Bank to make a Domestic Swing Line Loan, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) send to the Administrative Agent and the Domestic Swing Line Bank a Loan Request, which shall set forth the principal amount of the proposed Domestic Swing Line Loan and the Swing Line Loan Maturity Date relating thereto, which shall in no event be later than the Maturity Date. Each such Loan Request must be received by the Domestic Swing Line Bank not later than 11:00 A.M. 12:00 p.m. (Boston time) on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyproposed borrowing. Each such request for borrowing Loan Request shall be irrevocable and binding on the Borrower and shall specify obligate the Borrower to borrow the Domestic Swing Line Loan from the Domestic Swing Line Bank on the proposed Drawdown Date thereof. Upon satisfaction of the applicable conditions set forth in this Agreement, on the proposed Drawdown Date the Domestic Swing Line Bank shall make the Domestic Swing Line Loan available to the Borrower no later than 3:00 p.m. (ABoston time) on the proposed Drawdown Date by crediting the amount of the Domestic Swing Line Loan to the Borrower's account maintained with the Administrative Agent at the Head Office; provided that the Domestic Swing Line Bank shall not advance any Domestic Swing Line Loans after it has received notice from any Bank that a Revolving Loan Default or Event of Default has occurred and stating that no new Domestic Swing Line Loans are to be made until such Default or Event of Default has been cured or waived in accordance with the provisions of this Agreement. The Domestic Swing Line Bank shall not be obligated to make any Domestic Swing Line Loans at any time when any Bank is requesteda Delinquent Bank unless the Domestic Swing Line Bank has entered into arrangements satisfactory to it to eliminate the Domestic Swing Line Bank's risk with respect to such Delinquent Bank, (B) the date including by cash collateralizing such Delinquent Bank's Commitment Percentage of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount outstanding Domestic Swing Line Loans and any such additional Domestic Swing Line Loans to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofmade.

Notice of Borrowing. (a) The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Administrative Agent’s Office prior to 12:00 p.m. (New York City time) at least one Business Day of the requested borrowing Day’s prior written notice in the case of Alternate Base Rate a Borrowing of Tranche B-1 Term Loans denominated in Dollars, and to be made on the third Business Day Amendment No. 1 Effective Date if such Tranche B-1 Term Loans are to be LIBOR Loans or ABR Loans. The Borrower shall give the Administrative Agent at the Administrative Agent’s Office prior to the date of the requested borrowing 12:00 p.m. (New York City time) at least one Business Day’s prior written notice in the case of EURIBOR/LIBOR Rate a Borrowing of Tranche B-3 Term Loans denominated in Dollars, and to be made (or deemed made) on the fourth Business Day Amendment No. 4 Effective Date if such Tranche B-3 Term Loans are to be LIBOR Loans or ABR Loans. The Borrower shall give the Administrative Agent at the Administrative Agent’s Office prior to the date of the requested borrowing 12:00 p.m. (New York City time) at least one Business Day’s prior written notice in the case of Alternate Base Rate a Borrowing of Tranche B-3 Term Loans to be made on the Amendment No. 5 Effective Date if such Tranche B-3 Term Loans are to be LIBOR Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyABR Loans. Each such request for borrowing shall be irrevocable and notice (a “Notice of Borrowing”, each substantially in the form of Exhibit J) shall specify (A) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made, (B) the date of the requested borrowing (which shall be a Business Day), Borrowing and (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing Term Loans shall be comprised consist of Alternate Base Rate LoansABR Loans and/or LIBOR Loans and, EURIBOR/LIBOR Rate Loans or a combination thereof, if the Currency therefor, and if EURIBOR/LIBOR Rate Term Loans are requestedto include LIBOR Loans, the Interest Period(s) thereforPeriod to be initially applicable thereto. A form of Notice If no election as to the Type of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify specified in any such Notice of notice, then the requested Borrowing (1) shall be an applicable ABR Borrowing. Each Swingline Loan shall be an ABR Borrowing. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in the case of a EURIBOR/LIBOR Rate Loanany such notice, then such notice the Borrower shall be deemed to be a request for have selected an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder’s duration. The Administrative Agent shall give promptly advise the applicable Lenders of any notice given pursuant to each Lender promptly upon receipt this Section 2.3(a) (and the contents thereof), and of each Notice of Borrowing, the contents thereof and each such Lender’s pro rata share thereofof the requested Borrowing.

Notice of Borrowing. The (a) Whenever a Borrower desires to incur (i) LIBOR Loans or EURIBOR Loans hereunder (excluding UK Swingline Loans and UK Revolving Loans made pursuant to a Mandatory UK Borrowing), such Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not at the Notice Office at least three Business Days’ prior notice of each LIBOR Loan or EURIBOR 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 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 same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR each Base Rate Loan to be incurred hereunder and (iii) Canadian Prime Rate Loans denominated in Dollarshereunder, and 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 the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencya certain day only if given before 10:00 A.M. (Toronto time) on such day). Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (A) that a the aggregate principal amount of the Revolving Loan is requestedLoans to be incurred pursuant to such Borrowing, (B) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) whether the aggregate principal amount Revolving Loans made pursuant to be borrowedsuch Borrowing constitute US Revolving Loans, and UK Revolving Loans or Canadian Revolving Loans, (D) whether the borrowing Revolving Loans made pursuant to such Borrowing constitute Agent Advances (it being understood that the Administrative Agent shall be comprised of Alternate Base Rate Loansunder no obligation to make such Agent Advance), EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(E) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanUS Revolving Loans, then whether the Revolving Loans being incurred pursuant to such notice shall be deemed Borrowing are to be a request for an initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if US LIBOR Loans, the initial Interest Period of one monthto be applicable thereto, (2F) in the case of UK Revolving Loans whether EURIBOR Loans or UK LIBOR Loans, the initial Interest Period to be 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 the extent permitted hereunder, Canadian LIBOR Loans and, if Canadian LIBOR Loans, the initial Interest Period to be applicable thereto and (H) the type of Revolving Loan requestedUS Borrowing Base, then the UK Borrowing Base and the Canadian Borrowing Base at such notice shall be deemed to be a request for an Alternate time (based on the Borrowing Base Rate Loan hereunder or (3) Certificate last delivered). Except as provided in Section 2.04(e), the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt notice of each 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, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The When the Borrower desires the Swing Line Lender to make a Swing Line Loan, the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) send to the Administrative Agent and the Swing Line Lender written notice in the form of EXHIBIT B hereto (or telephonic notice confirmed in a writing in the form of EXHIBIT B hereto) of each Swing Line Loan requested hereunder (a "SWING LINE LOAN REQUEST") not later than 11:00 A.M. a.m. (Boston time) on the same Business Day proposed Drawdown Date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencySwing Line Loan. Each such request for borrowing Swing Line Loan Request shall set forth the principal amount of the proposed Swing Line Loan and the date on which the proposed Swing Line Loan would mature (the "SWING LINE LOAN MATURITY DATE") which shall in no event be later than the earlier of (i) the date which is ten (10) days following the Drawdown Date of such Swing Line Loan, (ii) the occurrence of a Default or Event of Default and (iii) the Final Maturity Date. Each Swing Line Loan Request shall be irrevocable and binding on the Borrower and shall specify (A) that a Revolving obligate the Borrower to borrow the Swing Line Loan is requested, (B) from the date Swing Line Lender on the proposed Drawdown Date thereof. Upon satisfaction of the requested borrowing applicable conditions set forth in this Credit Agreement, on the proposed Drawdown Date the Swing Line Lender shall make the Swing Line Loan available to the Borrower no later than 3:00 p.m. (Boston time) on the proposed Drawdown Date by crediting the amount of the Swing Line Loan to the account(s) of the Borrower specified in the Swing Line Loan Request; PROVIDED that the Swing Line Lender shall not advance any Swing Line Loans if a Default or an Event of Default has occurred and is continuing. The Swing Line Lender shall not be obligated to make any Swing Line Loans at any time when any Lender is a Delinquent Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it to eliminate the Swing Line Lender's risk with respect to such Delinquent Lender, which shall be a Business Day), (C) may include cash collateralizing such Delinquent Lender's Commitment Percentage of the aggregate principal amount outstanding Swing Line Loans and any such additional Swing Line Loans to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofmade.

Notice of Borrowing. (a) The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Business Day of the requested borrowing Administrative Agent’s Office prior to 12:00 p.m. (New York City time) (i) in the case of Alternate Base Rate a Borrowing of Term A Loans denominated in Dollarsthat are to be ABR Loans, at least one Business Day’s prior written notice and on the third Business Day prior to the date of the requested borrowing (ii) in the case of EURIBOR/LIBOR Rate a Borrowing of Term A Loans denominated in Dollars, and to be made on the fourth Restatement Effective Date if such Term A Loans are to be LIBOR Loans, at least two Business Day Day’s prior to the date written notice. Such notice (a “Notice of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and Borrowing”) shall specify (A) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made, (B) the date of the requested borrowing Borrowing (which shall be a Business Day), the Restatement Effective Date) and (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing Term A Loans shall be comprised consist of Alternate Base Rate LoansABR Loans and/or LIBOR Loans and, EURIBOR/LIBOR Rate Loans or a combination thereof, if the Currency therefor, and if EURIBOR/LIBOR Rate Term A Loans are requestedto include LIBOR Loans, the Interest Period(s) thereforPeriod 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) 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 attached as Exhibit A. If the Borrower shall fail to specify specified in any such Notice of notice, then the requested Borrowing (1) shall be an applicable ABR Borrowing. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in the case of a EURIBOR/LIBOR Rate Loanany such notice, then such notice the Borrower shall be deemed to be a request for have selected an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder’s duration. The Administrative Agent shall give promptly advise the applicable Lenders of any notice given pursuant to each Lender promptly upon receipt this Section 2.3(a) (and the contents thereof), and of each Notice of Borrowing, the contents thereof and each such Lender’s pro rata share thereofof the requested Borrowing.

Notice of Borrowing. (1) The Borrower Borrowers may request Revolving Loans for the purpose of financing Eligible Assets approved by the Administrative Agent in its discretion and for no other purpose. The Borrowers shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by faxElectronic Transmission) to the Administrative Agent along with a Compliance Certificate, Borrower Asset Schedule and Underwriting Package for the related Eligible Asset(s) to be financed not later than 11:00 A.M. on (A) ten (10) Business Days for Non-Wachovia Assets and (B) seven (7) Business Days for Wachovia Assets from the same Business Day delivery of the requested borrowing in the case applicable Notice of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyBorrowing. Each such request for borrowing shall be irrevocable and Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor, (E) the applicable Borrower and the Eligible Asset to be financed, (F) a calculation of Availability and (G) the amount of Available Borrowing Capacity. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower Borrowers shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base a one-month LIBOR Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofLoan.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by faxfacsimile) to the Administrative Agent not later than 11:00 A.M. a.m. on the same Business Day date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate a Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof. All Revolving Loans made on the Closing Date and on any of the three Business Days following the Closing Date shall bear interest at the Base Rate unless the Borrower delivers to the Administrative Agent a funding indemnity letter acceptable to the Administrative Agent.

Notice of Borrowing. The Borrower Whenever Company desires that Lenders make Revolving Loans under subsection 2.1A, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not a Notice of Borrowing no later than 11:00 A.M. 12:00 Noon (New York time) on the same Business Day of the requested borrowing proposed Funding Date in the case of Alternate Base Rate Loans denominated to be made on a Bid Rate Loan Shortfall Date in Dollars, and on an aggregate amount not to exceed the third applicable Bid Rate Loan Shortfall Amount or at least one Business Day prior to the date in advance of the requested borrowing proposed Funding Date in the case of EURIBOR/LIBOR any other Base Rate Loans denominated Loan or three Business Days in Dollars, and on the fourth Business Day prior to the date advance of the requested borrowing proposed Funding Date in the case of Alternate Base a Eurodollar Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoan. Each such request for borrowing shall be irrevocable and The Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount of the proposed Loans; provided that in the case of a Notice of Borrowing delivered on a Bid Rate Loan Shortfall Date requesting Base Rate Loans to be borrowedmade as Revolving Loans on such Bid Rate Loan Shortfall Date, and the amount of such proposed Revolving Loans may not exceed the Bid Rate Loan Shortfall Amount in respect of such Bid Rate Loan Shortfall Date, (Diii) whether the borrowing shall be comprised such Revolving Loans are initially to consist of Alternate Base Rate Loans, EURIBOR/LIBOR Loans or Eurodollar Rate Loans or a combination thereof, and (iv) if such Revolving Loans, or any portion thereof, are initially to be Eurodollar Rate Loans, the Currency amounts thereof and the initial Interest Periods therefor; and such Notice of Borrowing shall further certify that subsection 3.2B is satisfied on and as of that Funding Date; provided that the minimum amount of Eurodollar Rate Loans with a particular Interest Period included as a portion of any such combination, if any, shall be $10,000,000 and integral multiples of $1,000,000 in excess of that amount. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or prior to the Funding Date of the requested Revolving Loans. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above which Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1C and upon funding of Revolving Loans by any Lender in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected Revolving Loans hereunder. Except as provided in subsection 2.6D, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and if EURIBOR/LIBOR Company shall be bound to make a borrowing in accordance therewith, unless Company pays to Lenders such amounts as may be due under subsection 2.6E for failure of a borrowing of a Eurodollar Rate Loans are requested, Loan to occur on the Interest Period(s) therefor. A form of date specified therefor in a Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify or telephonic notice in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share lieu thereof).

Notice of Borrowing. The Borrower Each Borrowing, each conversion of Loans from one Type to the otherBase Rate Loans to Term SOFR Loans, each conversion of Term SOFR Loans to Base Rate Loans, and each continuation of a LIBOR RateTerm SOFR Loan or an Alternative Currency Term Rate Loan shall request a Revolving Loan borrowing by written be made upon the Borrower’s irrevocable notice (or telephone notice promptly confirmed in writing to the Administrative Agent, which confirmation may be given by: (i) telephone or (ii) a Loan Notice; provided, that, any telephonic notice must be confirmed immediately by fax) delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing (i) in the case of Alternate Base LIBOR Rate Loans denominated in DollarsLoans, and on the third 1:00 p.m. three(i) two Business Day DayDays prior to the requested date of the requested borrowing any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of LIBOR RateTerm SOFR Loans to Base Rate Loans, (ii) in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Currency Loans, EURIBOR/LIBOR Rate Loans 1:00 p.m. three Business Days (or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period five Business Days in the case of a EURIBOR/LIBOR Special Notice Currency) prior to the requested date of any Borrowing or, in the case ofof Alternative Currency Loans or any continuation of any Alternative Currency Term Rate LoanLoans, then such notice shall be deemed any continuation, and (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that, if the Borrower wishes to be a request for LIBORTerm SOFR Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of one month, (2) “Interest Period,” the type of Revolving Loan requested, then such applicable notice shall must be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request received by the Initial Borrower for an Alternate Base Administrative Agent not later than 1:00 p.m. five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of LIBORTerm SOFR Loans or Alternative Currency Term Rate Loan denominated in Dollars hereunder. The Loans, as applicable, whereupon the Administrative Agent shall give prompt notice to each Lender promptly upon receipt the Lenders of each such request and determine whether the requested Interest Period is acceptable to all of them. Not, and, not later than 1:00 p.m., four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of LIBORTerm SOFR Loans or Alternative Currency Term Rate Loans, as applicable, the contents thereof and each such Lender’s share thereof.Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the CHAR1\1806478v11CHAR1\1928004v5

Notice of Borrowing. The 52 AmericasActive:19586302.10 (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall request give Agent a Revolving Loan borrowing Notice of Borrowing. Such notice must be received by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not no later than 11:00 A.M. 12:00 noon (i) on the same Business Day of the requested borrowing funding date, in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third (ii) at least two Business Day Days prior to the date of the requested borrowing funding date, in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and Term SOFR Loans. Notices received after 12:00 noon shall be deemed received on the fourth next Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyDay. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requestedthe amount of the Borrowing, (B) the requested funding date of the requested borrowing (which shall must be a Business Day), (C) whether the aggregate principal amount Borrowing is to be borrowedmade as Base Rate Loans or Term SOFR Loans, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Term SOFR Loans, the duration of the applicable Interest Period (which shall be deemed to be one month if not specified). (b) Unless payment is otherwise timely made by Obligors (when due) any Obligations (whether principal, interest, fees or other charges, including any Swingline Loan, then such notice Overadvance, Protective Advance, Extraordinary Expenses and LC Obligations but excluding Cash Collateral and Secured Bank Product Obligations) shall be deemed to be a request for an Interest Period Base Rate Loans on the due date, in the amount of one monthsuch Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (2c) the type If Borrowers maintain any disbursement account with Agent or any Affiliate of Revolving Loan requestedAgent, then such notice presentation for payment of any Payment Item when there are insufficient funds to cover it shall be deemed to be a request for an Alternate a Base Rate Loan hereunder or (3) on the Currency date of such presentation, in the amount of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderPayment Item. The Administrative Agent shall give notice proceeds of such Revolver Loan may be disbursed directly to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofdisbursement account. 4.1.2.

Notice of Borrowing. The Borrower (i) Whenever Company desires that Lenders make Term Loans or Revolving Loans, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not a Notice of Borrowing no later than 11:00 A.M. 12:00 Noon (New York time) (x) on the same Business Day of the requested borrowing proposed Funding Date, in the case of Alternate Revolving Loans to be made as Base Rate Loans denominated on a Bid Rate Loan Shortfall Date in Dollarsan aggregate amount not to exceed the applicable Bid Rate Loan Shortfall Amount, and on the third (y) at least one Business Day prior to the date in advance of the requested borrowing proposed Funding Date, in the case of EURIBOR/LIBOR any other Base Rate Loans denominated Loan, or (z) three Business Days in Dollars, and on the fourth Business Day prior to the date advance of the requested borrowing proposed Funding Date, in the case of Alternate Base a Eurodollar Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoan. Each such request for borrowing shall be irrevocable and The Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (B1) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (C2) the aggregate principal amount and Type of the proposed Loans; provided that in the case of a Notice of Borrowing delivered on a Bid Rate Loan Shortfall Date requesting Revolving Loans to be borrowedmade as Base Rate Loans on such Bid Rate Loan Shortfall Date, and the amount of such proposed Revolving Loans may not exceed the Bid Rate Loan Shortfall Amount in respect of such Bid Rate Loan Shortfall Date, (D3) whether the borrowing shall be comprised such Loans are initially to consist of Alternate Base Rate Loans, EURIBOR/LIBOR Loans or Eurodollar Rate Loans or a combination thereof, the Currency thereforand (4) if such Loans, and if EURIBOR/LIBOR or any portion thereof, are initially to be Eurodollar Rate Loans are requestedLoans, the amounts thereof and the initial Interest Period(s) Periods therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any ; and such Notice of Borrowing shall further certify that subsection 3.2B is satisfied on and as of that Funding Date; provided that the minimum amount of Term Loans or Revolving Loans, if any, to be made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be $10,000,000 and integral multiples of $1,000,000 in excess of that amount. Notwithstanding anything in this Agreement to the contrary, no Lender shall make or be obligated to make a Revolving Loan if it shall have received a Loan Limitation Notice with respect to such Revolving Loan from Administrative Agent on or prior to the first Business Day immediately preceding the proposed Funding Date for such Revolving Loan stating that the statement contained in clause (1) an applicable Interest Period of subsection 2.1F(v) is true or will be true after giving effect to the making of the relevant Revolving Loans. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the case manner provided in subsection 2.2D. In lieu of a EURIBOR/LIBOR Rate Loandelivering the above-described Notice of Borrowing, then Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1; provided that such notice shall be deemed promptly confirmed in writing by delivery of a Notice of Borrowing to be a request for an Interest Period of one month, (2) Administrative Agent on or prior to the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency Funding Date of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofrequested Loans.

Notice of Borrowing. The applicable Borrower shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. 11:30 a.m. on the same Business Day date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, Dollars and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Revolving Loans denominated in any Alternative a Foreign Currency. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall consist of Loans denominated in Euros, British Pounds Sterling, any Alternative Currency or in Dollars, (E) for borrowings denominated in Dollars, whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, (F) for borrowings denominated in a Foreign Currency, the Currency thereforcurrency such Loans shall be denominated in and whether the borrowing shall be comprised of LIBOR Rate Loans, EURIBOR Rate Loans or a combination thereof, and (G) if EURIBOR/LIBOR Rate Eurocurrency Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the applicable Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Eurocurrency Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type Type of Revolving Loan requested, then (provided that the applicable Borrower specified the currency of such borrowing) such notice shall be deemed to be a request for (w) an Alternate Base Rate Loan hereunder in the case of any Revolving Loan denominated in Dollars, or (x) a LIBOR Rate Loan hereunder in the case of any Revolving Loan denominated in British Pounds Sterling or an Alternative Currency, or (y) a EURIBOR Rate Loan hereunder in the case of any Revolving Loan denominated in Euros, or (3) the currency of such borrowing, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan Loans denominated in Dollars hereunderDollars. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s 's share thereof.

Notice of Borrowing. The Whenever the Borrower desires to make a Borrowing of Loans hereunder, other than pursuant to Section 2.01(a)(ii)(x) or Section 2.01(a)(iii)(x), the Borrower shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office written notice on the day of each Borrowing of Base Rate Loans to be made hereunder and at least three (3) Business Days’ (or telephone such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice promptly confirmed of each LIBO RateSOFR Loan to be made hereunder; provided that (a) in writing which confirmation each case, any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion), (b) in any event, any such notice with respect to Initial Term Loans and Initial Revolving Loans to be incurred on the Closing Date may be given (including in the case of any LIBO RateSOFR Loan Borrowing of Initial Term Loans) one (1) Business Day prior to the Closing Date, (c) that if the Borrower wishes to request LIBO RateSOFR Loans having an Interest Period other than one, two, three or six months in duration, or less than one month in duration with the consent of the Administrative Agent, in each case as provided in the definition of “Interest Period,” the applicable notice must be received by fax) to the Administrative Agent not later than 11:00 A.M. a.m., four (4) Business Days (or such later time as the Administrative Agent shall agree in its sole and absolute discretion) prior to the requested date of such Borrowing, conversion or continuation, in each case, having an Interest Period other than one, two, three or six months in duration, whereupon the Administrative Agent shall give prompt notice to each applicable Lender with a Commitment of the relevant Tranche of such request and determine whether the requested Interest Period is acceptable to all of them, (d) in any event, any such notice with respect to Term B-1 Loans to be incurred on the same Business Day of the requested borrowing Amendment No. 2 Effective Date may be given (including in the case of Alternate Base Rate Loans denominated in Dollars, and on the third any LIBO RateSOFR Loan Borrowing of Term B-1 Loans) one (1) Business Day prior to the date of Amendment No. 2 Effective Date and (e) in any event, any such notice with respect to Term B-2 Loans to be incurred on the requested borrowing Amendment No. 3 Effective Date may be given (including in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth any LIBO RateSOFR Loan Borrowing of Term B-2 Loans) one (1) Business Day prior to the Amendment No. 3 Effective Date. Not later than 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested borrowing Interest Period that is other than one, two, three or six months in duration has been consented to by such Lenders or the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyAdministrative Agent, as applicable. Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing by or on behalf of the Borrower, in the form of Exhibit A-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: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Loans to be made pursuant to such Borrowing, (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing respective Borrowing shall be comprised consist of Alternate Base Rate Initial Term Loans, EURIBOR/LIBOR Term B-1 Loans, Term B-2 Loans, Incremental Term Loans, Refinancing Term Loans or Revolving Loans, (iv) whether the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or a combination thereofLIBO RateSOFR Loans, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(v) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanLIBO RateSOFR Loans, then such notice the Interest Period to be initially applicable thereto; provided that (x) all Term B-1 Loans made on the Amendment No. 2 Effective Date and all Term B-1 Loans converted from Initial Term Loans on the Amendment No.2 Effective Date shall be deemed to be a request for an of the same Type and have the same initial Interest Period as set forth in Section 2.09(viii) and (y) all Term B-2 Loans made on the Amendment No. 3 Effective Date and all Term B-2 Loans converted from Term B-1 Loans on the Amendment No. 3 Effective Date shall be of one monththe same Type and have the same initial Interest Period as set forth in Section 2.09(ix), and (2vi) the type account of Revolving Loan requested, then the Borrower into which the proceeds of such notice Loans shall be deemed to be a request for an Alternate Base Rate Loan hereunder deposited or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderother wire instructions therefor. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt of each the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Xxxxxx’s proportionate share thereof (determined in accordance with Section 2.07) and of the contents thereof and each such Lender’s share thereofother matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in DollarsLoans, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Lending Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Currency and Interest Period(s) therefor. A form of Notice of Borrowing (a “"Notice of Borrowing”") is attached as Exhibit A. Schedule 2.1(b)(i). If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, month or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3III) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate a Revolving Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s 's share thereof.

Notice of Borrowing. The Borrower shall request give the Administrative Agent notice pursuant to a Notice of Borrowing or telephonic notice of each borrowing of Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may Loans. Each Notice of Borrowing shall be by fax) delivered to the Administrative Agent not later than 11:00 A.M. before 12:00 P.M. on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyEurodollar Loans. Each such request for borrowing shall be irrevocable irrevocable, shall contain certifications of the Borrower with respect to the conditions set forth in Section 5.2 clauses (b) through (f) in the form of Exhibit C, and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Eurodollar Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Eurodollar Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Eurodollar Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate a Base Rate Loan hereunder or (3) hereunder. Any such telephonic notice shall include all information to be specified in a written Notice of Borrowing and shall be promptly confirmed in writing by the Currency Borrower pursuant to a Notice of Borrowing sent to the Administrative Agent by telecopy on the same day of the Revolving Loan requested, then giving of such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereundertelephonic notice. The Administrative Agent shall give notice will transmit by telecopy the Notice of Borrowing (or the information contained in such Notice of Borrowing) to each Lender promptly upon receipt by the Administrative Agent. Each Notice of Borrowing or telephonic notice of each Notice of Borrowing, borrowing shall be irrevocable once given and binding on the contents thereof and each such Lender’s share thereofBorrower.

Notice of Borrowing. The Borrower Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of a Term SOFR Loan or an Alternative Currency Term Rate Loan shall request be made upon the Borrowing Agent’s irrevocable notice to the Administrative Agent, which may be given by (i) telephone or (ii) a Revolving Loan borrowing by written notice (or Notice; provided that any telephone notice must be confirmed promptly confirmed in writing which confirmation may by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by fax) to the Administrative Agent not later than 11:00 A.M. on the same a.m. (A) two Business Day of Days prior to the requested borrowing date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, (B) in the case of Alternate Base Rate Loans denominated in DollarsAlternative Currency Loans, and on the third 11:00 a.m. three Business Day prior to the date of the requested borrowing Days (or five Business Days in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day a Special Notice Currency) prior to the requested date of the requested borrowing any Borrowing or, in the case of Alternate Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowing Agent wishes to request Alternative Currency Term Rate Loans having an Interest Period other than one, 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. five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Alternative Currency Term Rate Loans, the Administrative Agent shall notify the Borrowing Agent (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, or conversion to Term SOFR Loans and each Borrowing of, conversion to or continuation of Alternative Currency Loans shall be in a principal amount the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Except as provided in Sections 2.03 and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of the Dollar Equivalent of $500,000 or EURIBOR/LIBOR Rate Loans denominated a whole multiple of the Dollar Equivalent of $100,000 in excess thereof (or, in connection with any Alternative Currencyconversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each such request for borrowing shall be irrevocable and Loan Notice shall specify (Ai) that a Revolving Loan is requestedthe Borrower(s), (Bii) whether such Borrower(s) is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (iii) the requested date of the requested borrowing Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (Civ) the aggregate principal amount of Loans to be borrowed, converted or continued, (v) the Type of Loans to be borrowed or to which existing Loans are to be converted, (vi) if applicable, the duration of the Interest Period with respect thereto, and (Dvi) whether the borrowing currency of the Loans to be borrowed. If the Borrowing Agent fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be comprised made in Dollars. If the Borrowing Agent fails to specify a Type of Alternate Loan in a Loan Notice or if the Borrowing Agent fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, EURIBOR/LIBOR Rate Loans or a combination thereofhowever, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period that in the case of a EURIBOR/LIBOR failure to timely request a continuation of Alternative Currency Term Rate LoanLoans, then such notice Loans shall be deemed to be a request for continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrowing Agent requests a Borrowing of, (2) the type conversion to, or continuation of Revolving Loan requestedTerm SOFR Loans or Alternative Currency Term Rate Loans, then such notice shall but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Section 2.12(a) and 3.03, no Loan may be converted into or continued as a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereundera different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. The Administrative Agent shall give notice Notwithstanding anything to each Lender promptly upon receipt of each Notice of Borrowingthe contrary in this Agreement, the contents thereof Borrowing Agent may not request an Alternative Currency Daily Rate Loan, and each the Revolving Lenders shall have no obligation to fund such Lender’s share thereofLoans.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “"Notice of Borrowing”") is attached as Exhibit A. Schedule 2.1(b)(i). If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s 's share thereof. All Loans made on the Closing Date shall bear interest at the Alternate Base Rate until the earlier of (i) the completion of the syndication of the Commitments to financial institutions which shall become Lenders hereunder or (ii) thirty days from the Closing Date.

Notice of Borrowing. The When the Borrower desires to borrow ------------------- under this Section 2.3, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not later than 11:00 A.M. a Notice of ----------- Borrowing, signed by it, (i) on the same Business Day of the requested borrowing Acquisition Facility Closing Date, in the case of Alternate Base Rate a Borrowing of Acquisition Facility Revolving Loans denominated in Dollars, and on the third Acquisition Facility Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day prior to immediately preceding the date of the requested borrowing proposed Funding Date, in the case of EURIBOR/LIBOR a Borrowing of Reference Rate Loans denominated after the Acquisition Facility Closing Date and (B) at least three (3) Business Days in Dollars, and on the fourth Business Day prior to the date advance of the requested borrowing proposed Funding Date, in the case of Alternate Base a Borrowing of Eurodollar Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyafter the Closing Date. Each such request for borrowing shall be irrevocable and Such Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount to be borrowedof the proposed Borrowing, and (Diii) the Acquisition Facility Availability as of the date of such Notice of Borrowing, (iv) whether the borrowing shall proposed Borrowing will be comprised of Alternate Base Reference Rate Loans or Eurodollar Rate Loans, EURIBOR/LIBOR (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Acquisition Facility Revolving Loans made on the Acquisition Facility Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions therein set forth and in -------------- Section 5.2. In lieu of delivering such a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (except ----------- with respect to a “Borrowing of Acquisition Facility Revolving Loans on the Acquisition Facility Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.3(b), if the Borrower confirms such notice by -------------- delivery of the required Notice of Borrowing”Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) is attached as Exhibit A. If on the Borrower same day, the original of which facsimile copy shall fail be delivered to specify in any the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (1or telephonic notice in lieu thereof) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice given pursuant to this Section 2.3(b) shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof-------------- irrevocable.

Notice of Borrowing. The Borrower shall request deliver to Administrative Agent a Revolving Notice of Borrowing with respect to borrowings under this subsection 2.1 no later than 11:00 A.M. (New York time) one (1) Business Day in advance of the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be the Restatement Effective Date), (ii) the amount and type of Loans requested, (iii) whether 36 the Loans shall be Base Rate Loan or Eurodollar Rate Loan and (iv) the Interest Periods requested; provided, however that with respect to Loans to be made on the Restatement Effective Date, all such Loans shall be made and continued as Base Rate Loans for at least thirty (30) days after the Restatement Effective Date unless Administrative Agent otherwise consents in writing. Term Loans may be continued as Base Rate Loans or converted into Eurodollar Rate Loans in the manner provided in subsection 2.3D on and after the date thirty (30) days after the Restatement Effective Date unless Administrative Agent otherwise consents in writing to the earlier conversion date. In lieu of delivering the above described Notice of Borrowing, Borrower may give Administrative Agent telephonic notice by the required time of the proposed borrowing by written under this subsection 2.1; provided that such notice (or telephone notice shall be promptly confirmed in writing which confirmation may be by fax) delivery of a Notice of Borrowing to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day or prior to the date Restatement Effective Date. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the requested borrowing Borrower or for otherwise acting in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsgood faith under this subsection 2.1B, and on the fourth Business Day prior upon funding of Loans by Lenders in accordance with this Agreement pursuant to the date any telephonic notice, Borrower shall have effected Loans hereunder. Except as provided in subsection 2.7D, a Notice of the requested borrowing Borrowing for a Eurodollar Rate Loan (or telephonic notice in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing lieu thereof) shall be irrevocable on and shall specify (A) that a Revolving Loan is requestedafter the related Interest Rate Determination Date, (B) the date of the requested borrowing (which and Borrower shall be bound to make a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofaccordance therewith.

Notice of Borrowing. The Borrower Company shall request a Revolving Loan borrowing by written notice delivering a Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent (A) not later than 11:00 A.M. (Charlotte, North Carolina time) (I) on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and (II) on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsand (B) not later than 10:00 A.M. (London, and on the fourth England time) four Business Day Days prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyForeign Currency Loans. Each such request for borrowing shall be irrevocable and shall specify (A1) the applicable Borrower, (2) that a Revolving Loan is requested, (B3) the date of the requested borrowing (which shall be a Business Day), (C4) the aggregate principal amount to be borrowed, and (D5) the applicable currency in which the Revolving Loan is to be funded, (6) if the Revolving Loan is to be made in Dollars, whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, (7) if the Currency thereforRevolving Loan is to be made in a Foreign Currency, that such Revolving Loan shall be comprised solely of LIBOR Rate Loans and (8) if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower Company shall fail to specify in any such Notice of Borrowing (1w) the applicable Borrower, then such notice shall be deemed to be a request for a Revolving Loan to be made to the Company, (x) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2y) the type of Revolving Loan requestedrequested in the case of a Revolving Loan to be made in Dollars, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3z) the Currency of the currency for such Revolving Loan requestedLoan, then such notice Revolving Loan shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated made in Dollars hereunderDollars. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The Borrower shall may request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. 12:00 p.m. on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable irrevocable, shall be substantially in the form of the Notice of Borrowing (a “Notice of Borrowing”) attached hereto as Schedule 2.1(b)(i) and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon promptly, but in any event on the same Business Day as receipt of such notice by the Administrative Agent, of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The Borrower Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of a LIBOR Rate Loan or an Alternative Currency Term Rate Loan shall request a Revolving Loan borrowing by written be made upon the Borrower’s irrevocable notice (or telephone notice promptly confirmed in writing to the Administrative Agent, which confirmation may be given by: (i) telephone or (ii) a Loan Notice; provided, that, any telephonic notice must be confirmed immediately by fax) delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing (i) in the case of Alternate Base LIBOR CHAR1\1806478v11 Rate Loans denominated in DollarsLoans, and on the third 1:00 p.m. three Business Day prior to the requested date of the requested borrowing any Borrowing of, conversion to or continuation of or of any conversion of LIBOR Rate Loans to Base Rate Loans, (ii) in the case of EURIBOR/LIBOR Rate Loans denominated in DollarsAlternative Currency Loans, and on the fourth 1:00 p.m. three Business Day prior to the date of the requested borrowing Days (or five Business Days in the case of Alternate a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request LIBOR Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, 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 1:00 p.m. five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of LIBOR Loans or Alternative Currency Term Rate Loans, as applicable, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 1:00 p.m., four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of LIBOR Loans or Alternative Currency Term Rate Loans, as applicable, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of LIBOR Rate Loans or Alternative Currency Loans, as applicable, shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of the Dollar Equivalent of $500,000 or EURIBOR/LIBOR Rate Loans denominated a whole multiple of the Dollar Equivalent of $100,000 in any Alternative Currencyexcess thereof (or, if less, the entire principal thereof then outstanding). Each such request for borrowing shall be irrevocable and Loan Notice shall specify (AI) that whether the Borrower is requesting a Revolving Loan is requestedBorrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (BII) the requested date of the requested borrowing Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (CIII) the aggregate principal amount of Loans to be borrowed, converted or continued, (IV) the Type of Loans to be borrowed or to which existing Loans are to be converted, (V) if applicable, the duration of the Interest Period with respect thereto, and (DVI) whether the borrowing currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be comprised made in Dollars. If the Borrower fails to specify a Type of Alternate Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, EURIBOR/LIBOR Rate Loans or a combination thereofhowever, the Currency thereforthat, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR failure to timely request a continuation of Alternative Currency Term Rate LoanLoans, then such notice Loans shall be deemed to be a request for continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one (1) month. Any such automatic conversion of LIBOR Rate Loans to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loans. If the Borrower requests a Borrowing of, (2) the type conversion to, or continuation of Revolving LIBOR Rate Loans or Alternative Currency Term Rate Loans in any such Loan requestedNotice, then such notice shall but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Except as provided pursuant to Section 2.12(a), no Loan may be converted into or continued as a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt a different currency, but instead must be repaid in the original currency of each Notice of Borrowing, such Loan and reborrowed in the contents thereof and each such Lender’s share thereofother currency.

Notice of Borrowing. The Borrower shall may request a Revolving Delayed Draw Term Loan borrowing by written notice delivering a Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a Notice of Borrowing which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. on the same Business Day date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date Loans. The Notice of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing Borrowing shall be irrevocable and shall specify and certify (A1) that a Revolving the amount of the Delayed Draw Term Loan is requested, (B2) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D3) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Additionally, each Notice of Borrowing (a “Notice shall certify and demonstrate, as applicable, that all of Borrowing”) is attached as Exhibit A. the conditions set forth in Section 4.2 have been satisfied. If the Borrower shall fail to specify in any such Notice of Borrowing (1y) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, month or (2z) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Delayed Draw Term Loan Lender promptly upon receipt of each such Notice of Borrowing, the contents thereof and each such Delayed Draw Term Loan Lender’s share thereof.. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice a Notice of Borrowing (or telephone notice; provided that any telephonic notice promptly must be confirmed in writing which confirmation may be immediately by faxdelivery to the Administrative Agent of a Notice of Borrowing) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and 1:00 P.M. on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Adjusted Term SOFR Loans denominated in Dollars, and 1:00 P.M. on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyall Foreign Currency Loans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the currency and the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Adjusted Term SOFR Loans, Foreign Currency Daily Rate Loans, Foreign Currency Term Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Adjusted Term SOFR Loan or Foreign Currency Term Rate Loans Loan are requested, the Interest Period(s) therefortherefore and currency therefor and (E) whether Hyatt or any Foreign Borrower, as applicable, is the Borrower of such Loan. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR an Adjusted Term SOFR Loan or Foreign Currency Term Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate a Base Rate Loan hereunder or hereunder, (3) the Currency currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate a Revolving Loan denominated in Dollars hereunderor (4) whether Hyatt or any Foreign Borrower, as applicable, is the Borrower of such Loan, then the Borrower of such Loan shall be deemed to be Hyatt. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of BorrowingBorrowing pursuant to this Section 2.1(b)(i), the contents thereof and each such Lender’s share thereofof any borrowing to be made pursuant thereto.

Notice of Borrowing. The 4.1.1. For each request for an Advance or Conversion, Borrower Agent shall deliver to Administrative Agent a fully executed Notice of Borrowing at least five (5) Business Days prior to the requested Credit Date; provided, that with respect to a request for a Revolving Fixed Rate Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) Borrower Agent shall deliver to the Administrative Agent not later than 11:00 A.M. on the same a fully executed Notice of Borrowing at least two (2) Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyCredit Date. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify and include (A) that a Revolving Loan the amount of the Advance, which amount when aggregated with all other Advances in respect of the Approved Financing shall not exceed the BB Nominal Value for the Approved Financing in respect of which such Advance is requested, being made (B) the requested Credit Date for such Advance, (C) a certification that all conditions precedent to an Advance have been (or as of the requested Credit Date will be) satisfied, (D) a Borrowing Base Certificate (which certificate must be dated no later than five (5) Business Days prior to the actual Credit Date for such Advance), (E) with respect to any Approved Subsequent Credit Date, the aggregate principal amount previously Advanced in respect of such Approved Financing, (F) the portion of the Advance, if any, that consists of a Fixed Rate Loan, (G) in connection with any Conversion, each existing Loan and the amount of any such Loan to be converted to an Alternative Margin Loan or a Fixed Rate Loan (together with all information set forth in Exhibit B-2), (H) the portion of the Advance, if any, that will be used by the Applicable Borrower Subsidiary to fund a draw request under a Delayed Draw Financing and (I) with respect to each Delayed Draw Financing, a true and complete copy of the request for borrowing delivered by the Underlying Borrower requesting that an advance be made under each such Delayed Draw Financing and its corresponding Underlying Financing Agreement. The Borrowers shall deliver a new Borrowing Base Certificate (replacing the certificate delivered with the Notice of Borrowing) to Administrative Agent if the requested Advance is not made by Lenders within five (5) Business Days after the date on which the Borrowing Base Certificate referred to in clause (D) above (or any replacement thereof) was delivered. Promptly upon receipt by Administrative Agent of such Notice of Borrowing, Administrative Agent shall notify Lenders of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share Applicable Percentage thereof.. Amended & Restated Loan Agreement (PF)

Notice of Borrowing. The When the Borrower desires to borrow under this SECTION 2.1, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not a Notice of Borrowing, signed by it (i) no later than 11:00 A.M. a.m. (Boston time) on the same Business Day of immediately preceding the requested borrowing proposed Funding Date, in the case of Alternate a Borrowing of Base Rate Loans, (ii) no later than 11:00 a.m. (Boston time) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurocurrency Rate Loans denominated in Dollars, and on the third (iii) no later than 11:00 a.m. (Boston time) at least four (4) Business Day prior to the date Days in advance of the requested borrowing proposed Funding Date, in the case of EURIBOR/LIBOR a Borrowing of Eurocurrency Rate Loans denominated in Dollars, an Optional Currency and (iv) no later than 10:00 a.m. (Boston time) on the fourth Business Day prior to the date of the requested borrowing proposed Funding Date, in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencya Borrowing of Swing Loans. Each such request for borrowing shall be irrevocable and Such Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal type and amount to of the proposed Borrowing in the requested currency, (iii) the Revolving Credit Tranche A Availability, or Revolving Credit Tranche B Availability, as applicable, as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be borrowedof Base Rate Loans or Eurocurrency Rate Loans, (v) in the case of Eurocurrency Rate Loans, the currency of the requested Loan and whether it is a Loan using the LIBOR Rate, the EURIBOR Rate or the International Eurocurrency Rate, (vi) in the case of LIBOR Rate Loans, the requested Interest Period, and (Dvii) whether instructions for the borrowing shall be comprised disbursement of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or the proceeds of the proposed Borrowing. In lieu of delivering such a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (except with respect to a “Borrowing of Loans on the Initial Funding Date), the Borrower may give the Administrative Agent telephonic notice of any proposed Borrowing by the time required under this SECTION 2.1(d), if the Borrower confirms such notice by delivery of the Notice of Borrowing”Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event later than 12:00 noon (Boston time) is attached as Exhibit A. If on the Borrower shall fail to specify in any such same day. Any Notice of Borrowing (1or telephonic notice in lieu thereof, when properly confirmed in accordance with this SECTION 2.1(d)) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice given pursuant to this SECTION 2.1(d) shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofirrevocable.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “"Notice of Borrowing”") is attached as Exhibit A. Schedule 2.1(b)(i). If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s 's share thereof. All Revolving Loans made on the Closing Date shall bear interest at the Alternate Base Rate until the earlier of (i) the completion of the syndication of the Commitments to financial institutions which shall become Lenders hereunder or (ii) thirty days from the Closing Date.

Notice of Borrowing. The Whenever the Borrower desires to make a Borrowing hereunder, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing (and, in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Peso Loans, EURIBOR/LIBOR Rate Loans or the Argentine Paying Agent) a combination thereof, duly completed and irrevocable notice of a Borrowing in substantially the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing Exhibit A (a the “Notice of Borrowing”) is attached prior to 11:00 a.m. (Local Time) at least two (2) Business Days prior to the requested date of such Borrowing (or, on the Closing Date, such shorter period as Exhibit A. If shall be agreed by all Closing Date Dollar Lenders), requesting such Borrowing and specifying the requested date of such Borrowing, the aggregate principal amount and Currency of the Loans to be made on such date and payment instructions for one or more accounts of the Borrower to which such Loans shall fail be made. Not later than 11:00 a.m. (New York time) on the Closing Date, each Lender shall make available the amount of the Closing Date Dollar Loans to specify be made by such Lender on the Closing Date to the Administrative Agent, at the applicable Administrative Account, in any immediately available funds, for the account of the Borrower. Not later than 11:00 a.m. (Local Time) on the Exchange Offer Date or the Tender Offer Date, each Lender shall make available (x) the amount of the Tender Offer Loans to be made by such Lender in Dollars on the Exchange Offer Date or the Tender Offer Date to the Administrative Agent and (y) the amount of the Tender Offer Loans to be made by such Lender in Pesos on the Exchange Offer Date or the Tender Offer Date to the Argentine Paying Agent, at the applicable Administrative Account, in immediately available funds, for the account of the Borrower. The amounts so received by the Administrative Agent or the Argentine Paying Agent, as applicable, shall, subject to the terms and conditions of this Agreement (including, in the case of the Loans made on the Closing Date, Section 10.9), be remitted by the applicable Agent to one or more accounts of the Borrower to be provided and instructed by the Borrower to the Administrative Agent in the applicable Notice of Borrowing (1) an applicable Interest Period or, on the Closing Date or the Release Date, as instructed in a separate letter of direction from the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofBorrower).

Notice of Borrowing. The a Notice of Borrowing to be provided by Borrower shall Agent to request the funding of a Borrowing of Loans, in form reasonably satisfactory to Agent. Notice of Conversion/Continuation — a Notice of Conversion/Continuation to be provided by Borrower Agent to request a Revolving Loan borrowing by written notice (conversion or telephone notice promptly confirmed continuation of any Loans as LIBOR Loans, in writing which confirmation form satisfactory to Agent. NRV Percentage — the net recovery value of Inventory, Equipment, Fixtures or owned furniture, as the case may be by fax) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing each Borrower, expressed as a percentage (which in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which Inventory shall be a Business Day12 month average recovery value), (C) the aggregate principal amount expected to be borrowedrealized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of Borrowers’ Inventory, Equipment, Fixtures and owned furniture performed by an appraiser and on terms reasonably satisfactory to Agent. Obligations — all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Bank Product Debt, and (Dg) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several. Obligor — each Borrower, Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. Ordinary Course of Business — the borrowing shall be comprised ordinary course of Alternate business of Parent or any Subsidiary, consistent with past practices and undertaken in good faith. Organic Documents — with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person. OSHA — the Occupational Safety and Hazard Act of 1970. Other Agreement — each Note, LC Document, LC Guaranty, Fee Letter, Lien Waiver, Real Estate Related Document, Borrowing Base Certificate, Compliance Certificate, financial statement or report delivered hereunder, or other document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by an Obligor or other Person to Agent or a Lender in connection with any transactions relating hereto. Overadvance Loan — a Base Rate LoansTranche A Revolver Loan made when a Tranche A Overadvance exists or is caused by the funding of a Tranche A Revolver Loan. Parent — The Bon-Ton Stores, EURIBOR/LIBOR Rate Loans or Inc., a combination thereofPennsylvania corporation and parent company of Holdings. Participant — as defined in Section 13.3.1. Passive Company — collectively, the Currency thereforThe Bon-Ton Properties-Irondequoit G.P., Inc., The Bon-Ton Properties- Eastview G.P., Inc., The Bon-Ton Properties- Marketplace G.P., Inc., The Bon-Ton Properties- Greece Ridge G.P., Inc., Capital City Commons Realty, Inc., The Bon-Ton Properties- Irondequoit L.P., The Bon-Ton Properties- Eastview L.P., The Bon-Ton Properties- Marketplace L.P., and if EURIBOR/LIBOR Rate Loans are requestedThe Bon-Ton Properties- Greece Ridge L.P. Patriot Act — the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the Interest Period(s) thereforPub. A form of Notice of Borrowing L. No. 107-56, 115 Stat. 272 (a “Notice of Borrowing”) is attached 2001). Payment Intangible — as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period defined in the case UCC. Payment Item — each check, draft or other item of payment payable to a EURIBOR/LIBOR Rate LoanBorrower, then such notice shall be deemed to be a request for an Interest Period including those constituting proceeds of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofany Collateral.

Notice of Borrowing. The Subject to the provisions of this Article 2, whenever Borrower desires to borrow under this Agreement, Borrower shall request deliver by telecopy to Agent a Revolving Loan borrowing by written notice properly completed and executed Notice of Borrowing with respect to (or telephone notice promptly confirmed in writing which confirmation may be by faxi) to the Administrative Agent not Adjusted LIBOR Loans no later than 11:00 A.M. on the same at least three (3) London Business Day Days in advance of the requested borrowing in the case of Alternate proposed Funding Date, or (ii) Base Rate Loans denominated in Dollars, and on the third no later than 11:00 A.M. at least one (1) Business Day prior to the date in advance of the requested borrowing in the case proposed Funding Date. The Notice of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount to be borrowedof the proposed Advance, and if any, (Diii) whether the borrowing shall be comprised an Advance is initially to consist of Alternate Base Rate Loans, EURIBOR/Adjusted LIBOR Rate Loans or a combination thereof, and (v) if such Advance, or any portion thereof, is initially to be one or more Adjusted LIBOR Loans, the Currency amounts thereof and the initial Interest Periods therefor, and if EURIBOR/LIBOR ; provided that the minimum amount of Advances shall be $500,000 for Base Rate Loans are requested(unless a Base Rate Loan is to be made to a Venture, in which event the amount thereof may be less than $500,000, provided that no more than one Advance is made to such Venture in any calendar month) and $2,000,000 for Adjusted LIBOR Loans, except that at no time shall the aggregate number of Interest Period(s) thereforPeriods and Base Rate Loans, excluding Venture Loans, that Agent shall be required to administer at any time exceed eight (8). Subject to the foregoing limitations, Loans may be continued as or converted into Adjusted LIBOR Loans in the manner provided in Section 2.2.3 hereof upon the submission to Lender of a properly completed and executed Notice of Rate Election. A form of Notice of Borrowing (or a “Notice of Borrowing”) is attached as Exhibit A. If Rate Election for an Adjusted LIBOR Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall fail be bound to specify make, continue or convert to an Adjusted LIBOR Loan in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofaccordance therewith.

Notice of Borrowing. The (a) Whenever the Borrower desires to utilize the Term Loan Commitments hereunder, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent a Notice of Borrowing not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollarsa.m., and Closing Office Time, on the third Business Day prior to preceding the date of the requested proposed borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in DollarsTerm Loans, and on the fourth Business Day prior to the date which Notice of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify Borrowing shall, among other items, (A) that a Revolving Loan is requested, specify (Bi) the Portfolio Entity-Post AE to whose capital FC Commercial will contribute the proceeds of the Loans; (ii) the Asset Pool to be acquired by such PFAL Portfolio Entity; (iii) the date of the requested proposed borrowing (which shall be a Business DayDay during the Commitment Period (Term) (each, a "Borrowing Date"); (iv) if such Borrowing Date is a Payment Date, whether such Loans shall constitute Base Rate Loans or Eurodollar Loans (Cif not specified or if such date is not a Payment Date, Base Rate Loans shall be deemed to have been requested); (v) the aggregate principal total amount of such borrowing (which shall be in a minimum amount of $100,000 and integral multiples of $100,000 in excess thereof and shall not exceed the Applicable Borrowing Percentage of the Acquisition Price for the related Asset Pool (rounded downward to the nearest $100,000); and (vi) the amount, if any, of the Utilization Fee in respect of such Borrowing requested to be borrowed, and (DB) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(scertify that (x) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify delivered the Final Asset Pool Acquisition Certificate in any respect of such Notice of Asset Pool not later than ten Business Days before the Borrowing (1) an applicable Interest Period Date specified in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed and that all information set forth in Asset Pool Acquisition Certificate (as revised through the Final Asset Pool Acquisition Certificate and as further revised to be a request for an Interest Period the extent permitted by Section 6B.4) remains true and correct and (y) on or prior to the date of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, Borrower has delivered to the contents thereof Agent a Final NPV Pool Certificate in respect of such Asset Pool, Without the consent of the Agent, Borrower shall not be entitled to make borrowings under the Term Loan Commitments more than twice in any calendar month and each such Lender’s share thereofnot more than once during any ten Business Day period.

Notice of Borrowing. The (a) Borrowings (other than Borrowing of Swingline Loans) shall be made on notice from the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent at its Notice Office, given not later than 11:00 A.M. 12:00 Noon New York City time on the same first Business Day prior to the date on which any proposed Borrowing consisting of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, is requested to be made and on the third Business Day prior to the date on which any proposed Borrowing consisting of Eurodollar Loans is requested to be made. Each Notice of Borrowing shall be given by either telephone, telecopy, telex, facsimile or cable, and, if by telephone, confirmed in writing, substantially in the form of Exhibit A (the "Notice of Borrowing"), appropriately completed to specify the aggregate principal amount of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsto be made pursuant to such Borrowing, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing Borrowing (which shall be a Business Day), (C) whether the aggregate principal amount Loans being made pursuant to such Borrowing shall constitute Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Revolving Loans and whether the Loans being made pursuant to such Borrowing are to be borrowed, and (D) whether the borrowing shall be comprised of Alternate initially maintained as Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereofEurodollar Loans and, if Eurodollar Loans, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable initial Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderapplicable thereto. The Administrative Agent shall promptly give notice each Lender, which is required to each Lender promptly upon receipt make Loans of each the Tranche specified in the respective Notice of Borrowing, the contents notice of such proposed Borrowing, of such Lender's pro rata share thereof and each of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. Each Notice of Borrowing shall (x) (unless deemed to be rescinded by the Borrower pursuant to Section 1.10(a) or cancelled by the Borrower pursuant to Section 1.10(b)) be irrevocable by and binding on the Borrower and (y) be executed by a Responsible Officer who shall certify that, to the best of such Lender’s share thereofofficer's knowledge and without personal liability, (a) the proposed extension of credit and its intended use are consistent with the terms of the Credit Documents, (b) unless the Borrowing is incurred in order to repay Unpaid Drawings pursuant to Section 2.04(a), the Borrower and the Subsidiary Guarantors have observed or performed all of their covenants and other agreements and have satisfied in all material respects every condition contained in the Credit Documents to be observed, performed or satisfied by the Borrower or such Subsidiary Guarantors and (c) such officer has no knowledge of any Default or Event of Default.

Notice of Borrowing. The For each requested Revolving Loan, Borrower shall request give Agent prior notice (a "Notice of Borrowing"): (i) specifying the date of a requested borrowing (which must be a Business Day) and the amount thereof; and (ii) setting forth the Available Amount as of the date of such notice and showing the manner in which such amount was calculated. Each Notice of Borrowing shall be in writing and shall be signed by a duly authorized representative of Borrower. Borrower shall provide Agent a list of persons authorized to sign Notices of Borrowing on behalf of Borrower together with specimen signatures of such persons. Borrower may modify such list of authorized signers from time to time by giving written notice of such modification to Agent and shall promptly notify Agent in writing if any person on such list ceases to be such an authorized signer. Until Agent receives written notice from Borrower to the contrary, Agent shall be entitled to treat as authentic and duly authorized any Notice of Borrowing that purports to be signed by any person on the then-current list of authorized signers. Each such written Notice of Borrowing shall be in substantially the form of Exhibit C hereto. Except as otherwise required in Section 2.5(b) with respect to Eurodollar Loans, Borrower may give a Notice of Borrowing prior to 11:00 a.m. (Seattle time) on the Business Day immediately preceding the Business Day that Borrower requests that the Revolving Loan borrowing be made. Each Notice of Borrowing shall be irrevocable and shall be deemed to constitute a representation and warranty by written notice Borrower that, as of the date of such notice, (a) the statements set forth in Article 6 are true and correct, (b) no Default or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. on the same Business Day Event of Default has occurred and is continuing or will result from disbursement of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsRevolving Loan, and on (c) the third Business Day prior person signing such Notice of Borrowing is duly authorized to do so. Each Revolving Loan requested by Borrower under this Section 2.2 shall be in an amount of not less than $1,000,000. On receipt of a Notice of Borrowing, Agent shall promptly notify each Lender by telephone, telex or telefax of the date of the requested borrowing in and the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and amount thereof. Each Lender shall before 1:00 p.m. (Seattle time) on the fourth Business Day prior to the date of the requested borrowing in borrowing, pay such Lender's Pro Rata Share of the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date aggregate principal amount of the requested borrowing (which shall be a Business Day)in immediately available funds to Agent at its Credit Services department, (C) Concord, California. Upon fulfillment to Agent's satisfaction of the aggregate principal amount to be borrowedapplicable conditions set forth in Article 5, and (D) whether the borrowing shall be comprised after receipt by Agent of Alternate Base Rate Loanssuch funds, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail Agent will promptly make such funds available to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.Borrower

Notice of Borrowing. The (a) To request a Term Loan Borrowing (whether such Borrowing is to be an Initial Term Loan Borrowing, a New Term Loan Borrowing or an Extended Term Loan Borrowing), the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Business Day Administrative Agent’s Office written notice of the requested borrowing such request (A) in the case of Alternate Base Rate Loans a EurocurrencyTerm SOFR Borrowing in Dollars, not later than 12:00 p.m. (New York City time) at least three Eurocurrency Banking(3) RFR Business Days before the date of the proposed Borrowing (or one Business Day in the case of a Borrowing on the Closing Date), (B) in the case of an RFR Borrowing denominated in Dollars, and on the third not later than 12:00 noon, (New York City time), five (5) RFR Business Day prior to Days before the date of the requested borrowing proposed Borrowing,[reserved], (C) in the case of EURIBOR/LIBOR Rate Loans denominated a Eurocurrency Borrowing in Dollarsan Alternative Currency, and on the fourth Business Day prior to not later than 12:00 noon (New York City time), 5 (five (5) Eurocurrency Banking Days before the date of the requested borrowing proposed Borrowing, (D) in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated an RFR Borrowing in any an Alternative CurrencyCurrency not later than 12:00 noon (New York City time), five (5) RFR Business Days before the date of the proposed Borrowing, (E) in the case of an ABR Borrowing, prior to 12:00 p.m. (New York City time) at least one Business Day before the date of the proposed Borrowing. Each such request for borrowing shall be irrevocable and Such notice (a “Notice of Borrowing”) shall specify (A) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made, (B) the date of the requested borrowing Borrowing (which shall be a Business Day), the Closing Date) and (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing Term Loans shall be comprised consist of Alternate Base ABR Loans, and/or Eurocurrency Rate Loans and/or Term SOFR Loans and/or Daily Simple RFR Loans and/or Term RFR Loans and, if the Term Loans are to include Eurocurrency Rate Loans, EURIBOR/LIBOR Rate Term SOFR Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requestedTerm RFR Loans, the Interest Period(s) therefor. A Period to be initially applicable thereto; and be substantially in the form of Notice Exhibit M attached hereto, or such other written form approved by the Adminitrative Agent. If the Borrower fails to specify a type of Borrowing (Loan denominated in Dollars in a “Notice of Borrowing”) is attached , then the applicable Loans shall be made as Exhibit A. ABR Loans. If the Borrower shall fail fails to specify the Currency of a Loan in any such a Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanBorrowing, then such notice the applicable Loans shall be made in Dollars. If the Borrower fails to specify an Interest Period, it will be deemed to be a request for have specified an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The (a) To request the borrowing of any Loans (other than borrowings to repay Unpaid Drawings), the relevant Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. at the Administrative Agent’s Office written notice, (i) prior to 10:00 a.m. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on at least the third Business Day prior to the date of each Borrowing of EURIBOR Loans or Term SOFR Loans and (ii) prior to 12:00 Noon on at least the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of each Borrowing of ABR Loans (or, in each case, such later date or time as may be agreed to by the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyAdministrative Agent). Each such request for borrowing shall be irrevocable and notice (a “Notice of Borrowing”), except as otherwise provided in Section 2.9, shall specify (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Loans to be made pursuant to such Borrowing, (Bii) the date of the requested borrowing Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing respective Borrowing shall be comprised consist of Alternate Base Rate ABR Loans, EURIBOR/LIBOR Rate EURIBOR Loans or a combination thereofTerm SOFR Loans, the Currency thereforand, and if EURIBOR/LIBOR Rate EURIBOR Loans are requestedor Term SOFR Loans, the Interest Period(s) thereforPeriod to be initially applicable thereto. A form If a Borrower fails to specify a Type of Notice of Borrowing (Loan in a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice the requested Loan shall be deemed (x) with respect to be Loans in US Dollars, a request for Term SOFR Loan with an Interest Period of one monthmonth and (y) with respect to Loans in Euro, (2) the type a EURIBOR Loan. If a Borrower fails to specify an Interest Period of Revolving any EURIBOR Loan requestedor Term SOFR Loan in a Notice of Borrowing, then such notice the Loan so requested shall be deemed to be a request for have an Alternate Base Rate Loan hereunder or initial Interest Period of one (31) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereundermonth. The Administrative Agent shall give notice to each Lender promptly upon Upon receipt of each a Notice of Borrowing, the contents Administrative Agent shall confirm there are sufficient Available Commitments, and the Administrative Agent shall promptly give each Lender written notice of each proposed Borrowing, of such Xxxxxx’s proportionate share thereof and each such Lender’s share thereofof the other matters covered by the related Notice of Borrowing. Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4.

Notice of Borrowing. The When the Borrower desires to borrow under Section 2.01, the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not later than 11:00 A.M. a Notice of Borrowing, signed on behalf of the Borrower, (i) on the same Business Day of the requested borrowing Effective Date, in the case of Alternate Base Rate Loans denominated in Dollars, and a Borrowing on the third Business Day prior to Effective Date, (ii) no later than 11:00 a.m. (New York time) on the date of the requested borrowing proposed Funding Date therefor, in the case of EURIBOR/LIBOR a Borrowing of Base Rate Loans denominated in Dollarsafter the Effective Date, and on the fourth (iii) no later than 11:00 a.m. (New York time) at least three (3) Business Day prior to the date Days in advance of the requested borrowing proposed Funding Date therefor, in the case of Alternate Base a Borrowing of Eurodollar Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyafter the Effective Date. Each such request for borrowing shall be irrevocable and Such Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount to of the proposed Borrowing and whether the Borrowing is of Term Loans or Revolving Loans, (iii) the Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be borrowedof Base Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period, (vi) the instructions for the disbursement of the proceeds of the proposed Borrowing, and (Dvii) whether the borrowing portion of the proposed Borrowing, if any, which will be used to pay a dividend on the Borrower's Capital Stock or to make a loan or other advance to any Affiliate of the Borrower. The Loans made on the Effective Date shall initially be comprised of Alternate Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurodollar Rate Loans, EURIBOR/LIBOR Rate Loans or in the manner provided in Section 5.01(c) and subject to the conditions therein set forth and in Section 5.02. In lieu of delivering such a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (except with respect to a “Borrowing of Loans on the Effective Date), the Borrower may give the Administrative Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.02(a), if the Borrower confirms such notice by delivery of the required Notice of Borrowing”Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (New York time) is attached as Exhibit A. If on the Borrower same day, the original of which facsimile copy shall fail be delivered to specify in any the Administrative Agent within fourteen (14) days after the date of such transmission. Any Notice of Borrowing (1or telephonic notice in lieu thereof) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice given pursuant to this Section 2.02(a) shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofirrevocable.

Notice of Borrowing. The Borrower (a) Each borrowing under Section 2.02 shall request be made on notice given by a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) Responsible Officer of either of the Borrowers to the Administrative Agent not no later than 11:00 A.M. a.m. (New York City time) on the same Business Day of the requested borrowing Funding Date in the case of Alternate Base a Prime Rate Loans denominated in Dollars, Loan and on the third no later than three (3) Business Day Days prior to the date of the requested borrowing Funding Date in the case of EURIBOR/LIBOR a Eurodollar Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date Loan. The written Notice of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount to be borrowedof the proposed borrowing, and (Diii) whether the proposed borrowing shall be comprised of Alternate Base a Prime Rate Loans, EURIBOR/LIBOR Loan or Eurodollar Rate Loans or Loan and (iv) in the event the Borrower has elected that such proposed borrowing shall be a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Eurodollar Rate Loans are requestedLoan, the Interest Period(sPeriod elected by the Borrower with respect to such proposed borrowing. Failure by the Borrower to make such election described in clause (iii) thereforshall be deemed and shall constitute the Borrower's election that such proposed borrowing shall be a Prime Rate Loan; and failure by the Borrower to make such election described in clause (iv) shall be deemed and shall constitute Borrower's election that the Interest Period with respect to the proposed borrowing shall be a one (1) month period. A form In lieu of Notice of Borrowing (a “delivering the above-described written Notice of Borrowing”) is attached as Exhibit A. If , Borrower may give the Borrower shall fail to specify in Agent telephonic notice of any such Notice of Borrowing (1) an applicable Interest Period in requested borrowing by the case of a EURIBOR/LIBOR Rate Loantime required under this Section 2.03(a); provided, then that such notice shall be deemed confirmed in writing by delivery to the Agent (x) immediately (i) of a telecopy of a written Notice of Borrowing which has been signed by a Responsible Officer of the Borrower or (ii) of a telex containing all information required to be contained in a request for an Interest Period written Notice of one month, Borrowing and (2y) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or promptly (and in no event later than three (3) Business Days after the Currency Funding Date in respect of the applicable Revolving Loan requested, then such notice shall be deemed to be Credit Loans) of a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each written Notice of Borrowing, Borrowing containing the contents thereof and each such Lender’s share thereoforiginal signature of an authorized officer of the Borrowers.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 10:30 A.M. (Milwaukee, Wisconsin time) on the same Business Day of the requested borrowing in the case of Alternate Base Prime Rate Loans denominated in DollarsLoans, and on the third second Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyEurodollar Loans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Class A Revolving Loan or a Class B Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Prime Rate Loans, EURIBOR/LIBOR Rate Eurodollar Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Eurodollar Loans are requested, the Interest Period(s) therefor. On and after the Amendment No. 1 Closing Date, no Class B Revolving Loan may be requested and no Class B Revolving Loan shall be funded unless the Class A Revolving Commitment have been fully funded and no availability exists thereunder. A form of Notice of Borrowing a (a “Notice of Borrowing”) is attached as Exhibit A. 2.1(b)(i). If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Eurodollar Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base a Prime Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender (promptly upon receipt of each Notice of Borrowing, and in any event not later than 12:00 noon, Milwaukee, Wisconsin time, with respect to any Notice of Borrowing delivered to the Agent pursuant to this section) of the contents thereof and each such Lender’s share thereof, with the understanding that no Class B Revolving Lender shall receive any Notice of Borrowing in respect of Class A Revolving Loans or Swing Line Loans.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written give the Administrative Agent irrevocable notice (or telephone which notice promptly confirmed must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the anticipated Second Amendment Effective Date (as defined below), in writing which confirmation may be by fax) the case of Eurodollar Loans, provided that such notice shall contain an agreement satisfactory to the Administrative Agent that the Borrower agrees to indemnify and hold harmless each Lender from any loss or expense that such Lender may sustain or incur (but excluding any loss of anticipated profits) as a consequence of the Tranche C Closing Date not later than 11:00 A.M. occurring, for any reason, on the same Business Day anticipated Second Amendment Effective Date set forth in such notice and that such indemnification may include an amount calculated pursuant to the terms of Section 4.11 of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, Credit Agreement with respect to a failure to borrow and on the third (b) one Business Day prior to the date of the requested borrowing anticipated Second Amendment Effective Date (as defined below), in the case of EURIBOR/LIBOR Base Rate Loans) requesting that the Tranche C Term Lenders make the requested Tranche C Term Loans denominated in Dollarson the Second Amendment Effective Date, and on specifying the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether . The Tranche C Term Loans made on the borrowing Second Amendment Effective Date shall initially be comprised of Alternate Base Rate Loans. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche C Term Lender thereof. Not later than 12:00 Noon, EURIBOR/LIBOR Rate New York City time, on the Second Amendment Effective Date, each Tranche C Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tranche C Term Loan or Tranche C Term Loans to be made by such Lender; provided, however, that, at the option of each Tranche C Term Lender that is a Tranche B Term Lender immediately prior to giving effect to this Amendment, all or a combination thereof, portion of the Currency therefor, and if EURIBOR/LIBOR Rate aggregate amount of Tranche B Term Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall Tranche C Term Lender may be deemed to be a request for an Interest Period of one monthsatisfy the foregoing funding requirement. Subject to the immediately preceding sentence, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice use the amounts made available to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofAdministrative Agent by the Tranche C Term Lenders to repay the amounts due under the Tranche B Term Loans.

Notice of Borrowing. The When the Borrower desires to borrow under this SECTION 2.03, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not a Notice of Borrowing, signed by it, no later than 11:00 A.M. a.m. (New York time) on the same fifth (5th) Business Day immediately preceding the proposed Funding Date. Such Notice of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount to be borrowedof the proposed Borrowing, (iii) the Revolving Credit Availability and the Acquisition Loan Availability as of the date of such Notice of Borrowing, and (Div) whether instructions for disbursement of the borrowing shall be comprised proceeds of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) thereforsuch proposed Borrowing. A form of Any Notice of Borrowing (a “Notice of Borrowing”given pursuant to this SECTION 2.03(b) is attached as Exhibit A. If shall be irrevocable unless the Borrower shall fail informs the Agent by telecopy or other writing no later than the proposed Funding Date that the Permitted Acquisition with respect to specify in any which such Notice of Borrowing applies will not or has not closed on the proposed Funding Date and thereby withdraws such Notice of Borrowing, in which event Agent shall promptly notify the Revolving Lenders by telecopy, or other similar form of transmission, of Borrower's withdrawal of such Notice of Borrowing and, (1A) an if the Revolving Lenders have not theretofore deposited their respective Revolving Credit Pro Rata Share of the requested Loans with the Agent, the Revolving Lenders shall thereupon have no obligation to make any Loan under such Notice of Borrowing, (B) if the Revolving Lenders have theretofore deposited their respective Revolving Credit Pro Rata Share of the requested Loans with the Agent and the Agent has not yet made the requested Loans available to the Borrower, the Agent shall thereupon return the amount deposited by each Revolving Lender in connection with such requested Loans to the respective Revolving Lenders, and (C) if the requested Loans have been disbursed to the Borrower, the Borrower shall repay such Loans by no later than the Business Day immediately succeeding the Business Day on which such Loans were disbursed, whereupon the Acquisition Subfacility shall be deemed undrawn to the extent of the Loans so repaid. In the event either CLAUSE (B) or CLAUSE (C) above are applicable, the Borrower shall reimburse the Agent and Lenders for any expenses incurred by them in connection therewith, shall pay all amounts chargeable under the provisions of ARTICLE XIV, and shall pay all interest accrued with respect to such Loans at the rate applicable Interest Period thereto, (X) in the case of a EURIBOR/LIBOR Rate LoanCLAUSE (B), then on the Business Day immediately following the date on which such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency withdrawal of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each related Notice of BorrowingBorrowing is delivered and (Y) in the case of CLAUSE (C), on the contents thereof date such Loans are due and each such Lender’s share thereofpayable as aforesaid.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by faxwriting) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and 1:00 P.M. on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, Dollars and 1:00 P.M. on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/all LIBOR Rate Loans denominated in any Alternative Foreign Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the currency and the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefortherefore and currency therefor and (E) whether Hyatt or the Foreign Borrower is the Borrower of such Loan. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or hereunder, (3) the Currency currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate a Revolving Loan denominated in Dollars hereunderor (4) whether Hyatt or the Foreign Borrower is the Borrower of such Loan, then the Borrower of such Loan shall be deemed to be Hyatt. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of BorrowingBorrowing pursuant to this Section 2.1(b)(i), the contents thereof and each such Lender’s share thereofof any borrowing to be made pursuant thereto.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by faxfacsimile) to the Administrative Agent not later than 11:00 A.M. a.m. on the same Business Day date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof. All Revolving Loans made on the Closing Date and on any of the three Business Days following the Closing Date shall bear interest at the Alternate Base Rate unless the Borrower delivers to the Administrative Agent a funding indemnity letter acceptable to the Administrative Agent.

Notice of Borrowing. (1) The Borrower Borrowers may request Revolving Loans for the purpose of financing Eligible Assets approved by the Administrative Agent in its discretion and for no other purpose. The Borrowers shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by faxElectronic Transmission) to the Administrative Agent along with a Compliance Certificate, Borrower Asset Schedule and Underwriting Package for the related Eligible Asset(s) to be financed not later than 11:00 A.M. on (A) twelve (12) Business Days for Non-Wexxx Xargo Assets and (B) seven (7) Business Days for Wexxx Xargo Assets from the same Business Day delivery of the requested borrowing in the case applicable Notice of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyBorrowing. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor, (E) the applicable Borrower and the Eligible Asset to be financed and (F) a calculation of the Availability. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower Borrowers shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base a LIBOR Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The When the Borrower desires to borrow under this SECTION 2.1, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Payment and Disbursement Agent not a Notice of Borrowing, signed by it (i) no later than 11:00 A.M. 12:00 noon (New York time) on the same Business Day of immediately preceding the requested borrowing proposed Funding Date, in the case of Alternate a Borrowing of Base Rate Loans, (ii) intentionally omitted, (iii) no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the proposed Funding Date (except in connection with the Initial Funding Date, as to which only two (2) Business Days in advance thereof shall be required with respect to Loans in Dollars only), in the case of a Borrowing of Eurodollar Rate Loans, and (iv) no later than 11:00 a.m. (New York time) at least four (4) Business Days before each Borrowing of Eurodollar Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any an Alternative Currency. Each such request for borrowing shall be irrevocable and Such Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount to of the proposed Borrowing, (iii) the Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be borrowedof Base Rate Loans or Eurodollar Rate Loans, and if Eurodollar Rate Loans are requested other than in Dollars, the amount of the Alternative Currency being requested, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period, and (Dvi) whether instructions for the borrowing shall be comprised disbursement of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or the proceeds of the proposed Borrowing. In lieu of delivering such a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (except with respect to a “Borrowing of Loans on the Initial Funding Date), the Borrower may give the Payment and Disbursement Agent telephonic notice of any proposed Borrowing by the time required under this SECTION 2.1(b), if the Borrower confirms such notice by delivery of the Notice of Borrowing”Borrowing to the Payment and Disbursement Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) is attached as Exhibit A. If on the Borrower shall fail to specify in any such same day. Any Notice of Borrowing (1or telephonic notice in lieu thereof) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice given pursuant to this SECTION 2.1(b) shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofirrevocable.

Notice of Borrowing. The Borrower Whenever the Company desires to make a borrowing of an Acquisition Loan, the Company shall request a Revolving Loan borrowing by give the Bank prior written notice thereof at least thirty (or telephone notice promptly confirmed in writing which confirmation may be by fax30) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the date 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) specify (i) the principal amount of the Acquisition Loan requested borrowing in and (ii) the case proposed Drawdown Date of EURIBOR/LIBOR Rate Loans denominated in Dollarsthe Acquisition Loan and (b) be accompanied by (i) the Purchase and Sale Agreement for such Permitted Acquisition, and on (ii) a pro forma balance sheet, income statement, statement of cash flow, and other financial information as the fourth Business Day prior to Bank may reasonably request, for the date of Company and its Subsidiaries (including the requested borrowing in Permitted Acquisition) covering such period(s) as the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyBank may require. Each such request for notice of borrowing of an Acquisition Loan shall be irrevocable and shall specify (A) that obligate the Company to accept the Acquisition Loan from the Bank. Discretionary Nature of Acquisition Line. The Acquisition Line is not a Revolving Loan is requestedcommitted line of financing. All Acquisition Loans shall be made, (B) if at all, in the date sole discretion of the requested borrowing (which 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, and repayable with interest in accordance with a Business Daypromissory note in the form of Exhibit C hereto (the "Acquisition Note"), (C) payable to the aggregate principal amount to be borrowed, and (D) whether order of the borrowing Bank. Each Acquisition Note shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, dated on each Drawdown Date and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) completed with the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofappropriate insertions.

Notice of Borrowing. The Borrower Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall request a Revolving Loan borrowing by written be made upon the Borrower’s irrevocable notice (or telephone notice promptly confirmed in writing to the Administrative Agent, which confirmation may be given by fax) telephone; provided that, in the case of any Borrowing, telephonic notice may be given only if the Applicable Percentage of each Lender with respect to such Borrowing will be its Unadjusted Applicable Percentage. Each such notice must be received by the Administrative Agent not later than 11:00 A.M. a.m. (i) three (3) Business Days prior to the requested date (which shall be a NYGB Business Day) of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the same requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one (1), two (2), three (3) or six (6) 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 (4) Business Day Days prior to the requested date of such Borrowing, conversion or continuation (which shall be a NYGB Business Day), whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, conversion or continuation (which shall be a NYGB Business Day), the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the requested borrowing Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in the case a principal amount of Alternate $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans denominated shall be in Dollars, and on the third Business Day prior to the date a principal amount of the requested borrowing $500,000 or a whole multiple of $100,000 in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyexcess thereof. Each such request for borrowing shall be irrevocable and Loan Notice (whether telephonic or written) shall specify (A) that the applicable Facility and whether the Borrower is requesting a Revolving Loan is requestedBorrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the requested borrowing Borrowing, conversion or continuation, as the case may be (which shall be a NYGB Business Day), (C) the aggregate principal amount of Loans to be borrowed, and converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, (E) if applicable, the duration of the Interest Period with respect thereto, (F) the NYGB Borrowing Base applicable to the requested Borrowing, (G) the amount of NYGB Borrowing Base Availability, (H) whether the borrowing Lenders will be required to fund the requested Borrowing based on the respective Unadjusted Applicable Percentage or Adjusted Applicable Percentage, (I) each Lender’s Applicable Percentage of the requested Borrowing and (J) each Lender’s Revolving Exposure after giving effect to the requested Borrowing. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be comprised of Alternate made as, or converted to, Base Rate Loans, EURIBOR/LIBOR . Any such automatic conversion to Base Rate Loans or a combination thereof, shall be effective as of the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, last day of the Interest Period(s) thereforPeriod then in effect with respect to the applicable Eurodollar Rate Loans. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Notice of Borrowing (1) Loan Notice, but fails to specify an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanPeriod, then such notice shall it will be deemed to be a request for have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, (2) the type of Revolving a Swingline Loan requested, then such notice shall may not be deemed converted to be a request for an Alternate Base Eurodollar Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofLoan.”

Notice of Borrowing. The (a) In the case of a Borrowing of Initial Term Loans to be made on the RestatementAmendment No. 4 Effective Date, the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Administrative Agent’s Office prior to the date (i) 12:00 p.m. (New York City time) at least one Business Day’s prior written notice if such Initial Term Loans are to be ABR Loans and (ii) 12:00 p.m. (New York City time) at least three Business Days’ prior written notice if such Initial Term Loans are to be LIBOR Loans with an Interest Period of the requested borrowing in the case one, two, three or six months, or 12:00 p.m. (New York City time) at least four Business Days’ prior written notice for any LIBOR Loans with an Interest Period other than one, two, three or six months. Such notice (a “Notice of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and Borrowing”) shall specify (A) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made, (B) the date of the requested borrowing Borrowing (which shall be a Business Daythe RestatementAmendment No. 4 Effective Date), (C) whether the aggregate principal amount 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 borrowed, initially applicable thereto and (D) whether the borrowing shall be comprised wire instruction of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, such Borrowing. If no election as to the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice Type of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify specified in any such Notice of notice, then the requested Borrowing (1) shall be an applicable ABR Borrowing. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in the case of a EURIBOR/LIBOR Rate Loanany such notice, then such notice the Borrower shall be deemed to be a request for have selected an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3(a) (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it shall give notice hereunder by telephone (which obligation is absolute), the Administrative Agent may act prior to each Lender promptly upon receipt of each Notice written confirmation without liability upon the basis of Borrowing, such telephonic notice believed by the contents thereof and each such Lender’s share thereof.Administrative Agent in good faith to be from an Authorized Officer of the Borrower. 2.4

Notice of Borrowing. The Borrower Company shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. 2:00 P.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Market Index Rate Loans, on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Rate Loans denominated in any Alternative Dollars and on the fourth Business Day prior to the date of the requested borrowing in the case of Revolving Loans denominated in a Foreign Currency. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) the applicable Borrower, (E) whether the borrowing shall consist of Loans denominated in a Foreign Currency, (F) for borrowings denominated in Dollars, whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Market Index Rate Loans, LIBOR Rate Loans or a combination thereof, the Currency therefor, and (G) if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower Company shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or hereunder, (3) the Currency currency of the Revolving Loan requestedsuch borrowing, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan Loans denominated in Dollars hereunderor (4) the applicable Borrower, then such notice shall be deemed to be a request for a Loan to the Company. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The Borrower Company shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by faxfax or electronic mail) to the Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR LIBO Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR LIBO Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR LIBO Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. 2.2. If the Borrower Company shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR LIBO Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving whether such Loan requestedis to be a Base Rate Loan or a LIBO Rate Loan, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender Bank promptly upon receipt of each Notice of Borrowing, the contents thereof and each such LenderBank’s share thereof. All Loans made on the Closing Date and on any of the three (3) Business Days following the Closing Date shall bear interest at the Base Rate.

Notice of Borrowing. The When the Borrower desires BKB to make a Swing Line Loan, it shall request a Revolving Loan borrowing by send to BKB written notice in the form of Exhibit E-1 hereto (or telephone telephonic notice promptly confirmed in a writing which confirmation may be by faxin the form of Exhibit E-1 hereto) to the Administrative Agent of each Swing Line Loan requested hereunder (a "Swing Line Loan Request") not later than 11:00 A.M. 1:00 p.m. (Boston time) on the same Business Day proposed Drawdown Date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencySwing Line Loan. Each such request for borrowing Swing Line Request Confirmation shall set forth the principal amount of the proposed Swing Line Loan and the Swing Line Loan Maturity Date relating to such Swing Line Loan, which shall in no event be later than the earlier of (i) the thirtieth (30th) day after the Drawdown Date and (ii) the Maturity Date. Not later than 2:00 p.m. (Boston time) on the proposed Drawdown Date of any Swing Line Loan, BKB shall notify the Borrower of the Swing Line Rate at which BKB is willing to make the requested Swing Line Loan. If the Borrower desires to borrow the requested Swing Line Loan at the Swing Line Rate, it shall confirm such desire by telex, facsimile or electronic mail (a "Swing Line Request Confirmation") not later than 2:30 p.m. (Boston time) on the proposed Drawdown Date. Each Swing Line Loan Request Confirmation shall be irrevocable and binding on the Borrower and shall specify obligate the Borrower to borrow the Swing Line Loan from BKB on the proposed Drawdown Date thereof. Upon satisfaction of the applicable conditions set forth in this Credit Agreement, on the proposed Drawdown Date BKB shall make the Swing Line Loan available to the Borrower no later than 3:00 p.m. (ABoston time) on the proposed Drawdown Date by crediting the amount of the Swing Line Loan to the account specified by the Borrower; provided that BKB shall not advance any Swing Line Loans after it has received notice from any Bank that a Revolving Loan is requested, (B) the date Default or Event of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount Default has occurred and stating that no new Swing Line Loans are to be borrowed, and (D) whether made until such Default or Event of Default has been cured or waived in accordance with the borrowing shall be comprised provisions of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofthis Credit Agreement.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by faxwriting) to the Administrative Agent in the form of Exhibit A (“Notice of Borrowing”) not later than 11:00 A.M. (Charlotte, North Carolina time) on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/all LIBOR Rate Loans denominated in any Alternative CurrencyForeign Currencies. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the currency and the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A Revolving Loans denominated in Foreign Currencies shall consist solely of LIBOR Rate Loans. Revolving Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Alternate Base Rate Loans unless the Borrower executes a funding indemnity letter in form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. and substance satisfactory to the Administrative Agent. LIBOR Rate Loans shall be made by each Revolving Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. If the Borrower shall fail to specify in any such Notice of Borrowing (1x) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2y) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an a Alternate Base Rate Loan hereunder or (3z) the Currency currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate a Revolving Loan denominated in Dollars hereunderDollars. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of BorrowingBorrowing pursuant to this Section 2.01(b)(i), the contents thereof and each such Lender’s share thereofof any borrowing to be made pursuant thereto.

Notice of Borrowing. The Borrower shall may request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. 1:00 P.M. on the same Business Day date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in DollarsLoans, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Revolving Loans denominated in any Alternative a Foreign Currency. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, (D) whether the borrowing shall consist of Loans denominated in a Foreign Currency and (DE) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof. Notwithstanding the foregoing to the contrary, Revolving Loans denominated in a Foreign Currency may consist of only LIBOR Rate Loans.

Notice of Borrowing. The When a Borrower desires to borrow under this ------------------- Section 2.02, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not later than 11:00 A.M. an irrevocable Notice ------------ of Borrowing, signed by it, (x) on the same Business Day of the requested borrowing Tender Offer Funding Date, in the case of Alternate Base Rate a Borrowing of Revolving Loans denominated in Dollars, and on the third Business Day prior to Tender Offer Funding Date, (y) on the date of the requested borrowing Merger Funding Date, in the case of EURIBOR/LIBOR Rate a Borrowing of Revolving Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing Merger Funding Date and (z) in the case of Alternate a Borrowing on any other date no later than 1:00 p.m. (New York time) (I) on the Business Day next preceding the proposed Revolving Loan Funding Date, in the case of a Borrowing of Base Rate Loans or EURIBOR/LIBOR and (II) at least three (3) Business Days in advance of the proposed Revolving Loan Funding Date, in the case of a Borrowing of Eurodollar Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable and Such Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount to be borrowedof the proposed Borrowing, and (Diii) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Borrowing by more than one Borrower, the amount of the proposed Borrowing allocable to each such Borrower, (iv) whether the proposed Borrowing will be of Base Rate LoanLoans or Eurodollar Rate Loans, then (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. In lieu of delivering such a Notice of Borrowing (except with respect to a Borrowing on the Tender Offer Funding Date or the Merger Funding Date), the applicable Borrower may give the Administrative Agent irrevocable telephonic notice of any proposed Borrowing by 1:00 p.m. on the day of the proposed Borrowing, and shall confirm such notice by delivery of the Notice of Borrowing by telecopy to the Administrative Agent promptly, but in no event later than 3:00 p.m. (New York time) on the same day. The Revolving Loans made on the Tender Offer Funding Date and the Merger Funding Date shall initially be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall Loans and thereafter may be deemed to be a request by the Initial Borrower for an Alternate continued as Base Rate Loan denominated Loans or converted into Eurodollar Rate Loans in Dollars hereunderthe manner provided in Section 4.01(c) and subject to --------------- the conditions and limitations therein set forth and set forth in Section 4.02. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.------------

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone telephonic notice promptly confirmed in writing which confirmation may be by fax) writing), in the form of a Notice of Revolving Borrowing attached hereto as Exhibit E, to the Administrative Agent not later than 11:00 A.M. 12:00 Noon (Cincinnati, Ohio time) on the same Business Day on the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyEurodollar Loans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, borrowed and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Eurodollar Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Eurodollar Loans are requested, the Interest Period(s) therefor; provided however, any Revolving Loan the proceeds of which will be applied to the payment of all or any portion of a Permitted Acquisition (an "Acquisition Borrowing") shall be and remain a Base Rate Loan or a Eurodollar Loan from the date thereof through conversion to an Acquisition Loan in accordance with Section 2.3 hereof. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Revolving Borrowing (1y) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Eurodollar Loan, then such notice shall be deemed to be a request for an Interest Period of one (1) month, or (2z) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate a Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of BorrowingRevolving Borrowing pursuant to this Section 2.1(b)(i), the contents thereof and each such Lender’s 's share thereofof any borrowing to be made pursuant thereto.

Notice of Borrowing. The (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. at the Notice Office at least three Business Days' prior notice of each Eurodollar Loan to be incurred hereunder (PROVIDED that any such notice shall be deemed to have been given on the same Business Day of the requested borrowing in the case of Alternate a certain day only if given before 1:30 P.M. (New York time) on such day) and (y) Base Rate Loans denominated in Dollarshereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), and it shall give the Administrative Agent at the Notice Office prior notice of each Base Rate Loan to be incurred hereunder by no later than 1:00 P.M. (New York time) on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate that a Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoan is to be incurred. Each such request for borrowing notice (each a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans, (iv) whether the Loans being incurred pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable initial Interest Period to be applicable thereto, (v) in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, the purchase price of a request for an Interest Period Permitted Acquisition, the amount of one month, (2) the type of Total Unutilized Revolving Loan requested, then Commitment after giving effect to such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or Borrowing and (3vi) in the Currency case of any Borrowing of the Revolving Loans on any day within three months prior to the final maturity of the Receivables Facility as then in effect, calculations showing that after giving effect to such Borrowing the Total Unutilized Revolving Loan requested, then such notice shall Commitment will be deemed equal to be a request by or greater than that amount equal to the Initial Borrower for sum of (x) $30,000,000 plus (y) an Alternate Base Rate Loan denominated in Dollars hereunderamount equal to the aggregate outstanding Receivables Indebtedness under the Receivables Facility. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt which is required to make Loans of each the Tranche specified in the respective Notice of Borrowing, the contents notice of such proposed Borrowing, of such Lender's proportionate share thereof and each such Lender’s share thereofof the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The Borrower Whenever Company desires that Lenders make Revolving Loans under subsection 2.1A, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not a Notice of Borrowing no later than 11:00 A.M. 12:00 Noon (New York time) on the same Business Day of the requested borrowing proposed Funding Date in the case of Alternate Base Rate Loans denominated to be made on a Bid Rate Loan Shortfall Date in Dollars, and on an aggregate amount not to exceed the third applicable Bid Rate Loan Shortfall Amount or at least one Business Day prior to the date in advance of the requested borrowing proposed Funding Date in the case of EURIBOR/LIBOR any other Base Rate Loans denominated Loan or three Business Days in Dollars, and on the fourth Business Day prior to the date advance of the requested borrowing proposed Funding Date in the case of Alternate Base a Eurodollar Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoan. Each such request for borrowing shall be irrevocable and The Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount of the proposed Loans ; provided that in the case of a Notice of Borrowing delivered on a Bid Rate Loan Shortfall Date requesting Base Rate Loans to be borrowedmade as Revolving Loans on such Bid Rate Loan Shortfall Date, and the amount of such proposed Revolving Loans may not exceed the Bid Rate Loan Shortfall Amount in respect of such Bid Rate Loan Shortfall Date, (Diii) whether the borrowing shall be comprised such Revolving Loans are initially to consist of Alternate Base Rate Loans, EURIBOR/LIBOR Loans or Eurodollar Rate Loans or a combination thereof, and (iv) if such Revolving Loans, or any portion thereof, are initially to be Eurodollar Rate Loans, the Currency amounts thereof and the initial Interest Periods therefor; provided that in the case of Revolving Loans requested to be made during the first 30 days following the Closing Date as Eurodollar Rate Loans, the initial Interest Period applicable to such Loans shall be one month unless Administrative Agent permits otherwise, in its sole discretion; and such Notice of Borrowing shall further certify that subsection 3.2B is satisfied on and as of that Funding Date; provided that the minimum amount of Eurodollar Rate Loans with a particular Interest Period included as a portion of any such combination, if any, shall be $10,000,000 and integral multiples of $1,000,000 in excess of that amount. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or prior to the Funding Date of the requested Revolving Loans. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice re- ferred to above which Administrative Agent believes in good faith to have been given by a duly authorized officer or other person au- thorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1C and upon funding of Revolving Loans by any Lender in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected Revolving Loans hereunder. Except as provided in subsection 2.6D, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and if EURIBOR/LIBOR Company shall be bound to make a borrowing in accordance therewith, unless Company pays to Lenders such amounts as may be due under subsection 2.6E for failure of a borrowing of a Eurodollar Rate Loans are requested, Loan to occur on the Interest Period(s) therefor. A form of date specified therefor in a Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify or telephonic notice in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share lieu thereof).

Notice of Borrowing. The Borrower shall request obligation of each Lender to make Revolving Credit Loans comprising a Revolving Loan borrowing Credit Borrowing under the Revolving Credit Facility is conditioned upon receipt by written notice the Agent of a request by Holdings on behalf of the Borrowers (or which may be by telephone notice promptly confirmed in writing which confirmation may be by faxdelivery of a Notice of Borrowing as set forth below) to the Administrative Agent not later than 11:00 A.M. 12:00 noon (Cleveland, Ohio time) (i) on the same Business Banking Day of which is the requested borrowing in the case date of Alternate Base a proposed Revolving Credit Borrowing comprised of Prime Rate Loans denominated in Dollars, and (ii) on the third a day which is three (3) BankingU.S. Government Securities Business Day Days prior to the BankingU.S. Government Securities Business Day which is the requested date of the requested borrowing in the case a proposed Revolving Credit Borrowing comprised of EURIBOR/LIBOR LIBORTerm SOFR Rate Loans denominated in Dollars, and (except that the Revolving Credit Borrowing requested on the fourth Business Day prior Restatement Date may be comprised of LIBORTerm SOFR Rate Loans so long as each of the Lenders shall have agreed to make LIBORTerm SOFR Rate Loans on the Restatement Date without the notice required by this Section 3.l(d) and the Borrowers shall have agreed in a writing satisfactory in form and substance to the date Agent to indemnify the Lenders in respect of the requested borrowing in the case any loss suffered by reason of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencysuch accommodation). Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached shall be transmitted by Holdings on behalf of the Borrowers to the Agent by telecopier, email or such other means as the Agent agrees to in writing, substantially in the form of Exhibit A. If B, specifying therein the Borrower shall fail to specify in any requested (A) date of the Revolving Credit Loans comprising such Notice Revolving Credit Borrowing, (B) Type of Borrowing Revolving Credit Loans comprising such Revolving Credit Borrowing, (1C) an applicable Interest Period aggregate amount of such Revolving Credit Loans and (D) in the case of a EURIBOR/LIBOR proposed Revolving Credit Borrowing comprised of LIBORTerm SOFR Rate LoanLoans, then the initial Interest Period for such notice Revolving Credit Loans. The Borrowers may give a Notice of Borrowing telephonically so long as written confirmation of such Revolving Credit Borrowing by delivery of written Notice of Borrowing is received by the Agent by 1:00 p.m. (Cleveland, Ohio time) on the same day such telephonic Notice of Borrowing is given. The Agent may rely on such telephonic Notice of Borrowing to ​ 1095144433\6\AMERICAS ​ the same extent that the Agent may rely on a written Notice of Borrowing. Each Notice of Borrowing and telephonic Notice of Borrowing shall be deemed irrevocable and binding on the Borrowers and subject to be the indemnification provisions of this Article 3. The Borrowers shall bear all risks related to the giving of a request for an Interest Period Notice of one month, (2) the type Borrowing telephonically or by such other method of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency transmission as Holdings on behalf of the Revolving Loan requested, then such notice Borrowers shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderelect. The Administrative Agent shall give notice to each Lender promptly upon receipt reasonably prompt notice by telecopier or email on the day received of each such Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Whenever Borrower desires to borrow, Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) provide to the Administrative Agent not Bank at 000 Xxxxxxx Xxxxxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, Attention Xxxxxxx Xxxx, or to such other persons or entities as Bank may designate, an original Notice of Borrowing. Such Notice of Borrowing shall be provided by no later than 11:00 A.M. on the same (San Jose, California time) for each Revolving Loan requested and not less than two (2) nor more than five (5) Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the date noticed Funding Date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyeach such Revolving Loan. Each such request for borrowing shall be irrevocable and Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing Funding Date (which shall be a Business Day)) in respect of the Revolving Loan, (B) the amount of the proposed Revolving Loan, (C) the aggregate principal amount deposit account number of Borrower with Bank to which the funds are to be borroweddirected, and (D) whether the borrowing shall be comprised proposed use of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) thereforsuch Revolving Loan. A form of Any Notice of Borrowing (shall be irrevocable. At the time of execution of this Agreement and as a “Notice of Borrowing”) is attached as Exhibit A. If condition to the Bank's obligations hereunder, Borrower shall fail provide the Bank with written documentation satisfactory to specify the Bank specifying the names of those employees, officers or agents of Borrower authorized by Borrower to execute and submit Notices of Borrowing to the Bank ("Authorized Agent") and a signature exemplar of each such Authorized Agent, and the Bank shall be entitled to rely on such documentation until notified in writing by Borrower of any change(s) of the persons so authorized. Borrower agrees to indemnify, defend and hold the Bank harmless from and against any and all liabilities, out of pocket costs (including but not limited to reasonable out of pocket attorneys' fees), claims, damages and demands arising from or related to Bank's acceptance of instructions in any such Notice of Borrowing (1) executed and submitted an applicable Interest Period in Authorized Agent, unless caused by the case gross negligence or willful misconduct of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed the Person to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofindemnified.

Notice of Borrowing. The Whenever the Borrowers desire to make a Borrowing of Term Loans hereunder, Lead Borrower shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephone telephonic notice promptly confirmed in writing which confirmation writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least threetwo 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 RateTerm SOFR Term Loan to be made hereunder; provided that (a) in each case, any such notice shall be deemed to have been given on a certain day only if given, with respect to Base Rate Term Loans, before 12:00 Noon (New York City time) on such day (oror, with respect to Term SOFR Term Loans, before 11:00 a.m. (New York City time) on such day (or, in each case, such later time as the Administrative Agent shall agree in it its sole and absolute discretion), (b) in any event, any such notice with respect to Initial Term Loans to be incurred on the First Restatement Effective Date may be given (including in the case of any LIBO Raterate Borrowing) one Business Day prior to the First Restatement Effective Date and (c) that if the Borrowers wish to request LIBO RateTerm SOFR Term Loans having an Interest Period other than one, two, three or six months in duration, or less than one month in duration with the consent of the Administrative Agent, in each case as provided in the definition of “Interest Period,” the applicable notice must be received by fax) to the Administrative Agent not later than 11:00 A.M. on the same a.m., four Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the requested date of such Borrowing, conversion or continuation, in each case, having an Interest Period other than one, two, three or six months in duration, whereupon the Administrative Agent shall give prompt notice to each applicable Lender with a Commitment of the relevant Tranche of such request and determine whether the requested borrowing in Interest Period is acceptable to all of them. Not later than 11:00 a.m., threetwo Business Days before the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify Lead Borrower (which notice may be by telephone) whether or not the requested borrowing Interest Period that is other than one, two, three or six months in duration has been consented to by such Lenders and/or the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyAdministrative Agent, as applicable. Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing by or on behalf of Lead Borrower, in the form of Exhibit A-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 Lead Borrower to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made pursuant to such Borrowing, (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Term Loans or LIBO RateTerm SOFR Term Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(v) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanLIBO RateTerm SOFR Term Loans, then the Interest Period to be initially applicable thereto and (vi) the account of the Borrowers into which the proceeds of such notice Term Loans shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder deposited or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderother wire instructions therefor. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt of each the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Xxxxxx’s proportionate share thereof (determined in accordance with Section 2.07) and of the contents thereof and each such Lender’s share thereofother matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The When any Borrower desires to borrow under this Section 2.02, the Company shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing (with a copy to First Chicago London, in the case of Alternate Base Rate Loans denominated in Dollarsa Borrowing of Multicurrency Loans) an irrevocable Notice of Borrowing, and signed by it, (x) on the third Business Day prior to the date of the requested borrowing Effective Date, in the case of EURIBOR/LIBOR Rate a Borrowing of Revolving Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing Effective Date and (y) no later than 11:00 a.m. (Chicago time) (or 2:00 p.m. (London time) in the case of Alternate a Borrowing of Multicurrency Loans) (I) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Base Rate Loans or EURIBOR/LIBOR after the Effective Date and (II) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurocurrency Rate Loans denominated in any Alternative Currencyafter the Effective Date. Each such request for borrowing shall be irrevocable and Such Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount to be borrowedand currency of the proposed Borrowing, and (Diii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the borrowing shall proposed Borrowing will be comprised of Alternate Base Rate Loans or Eurocurrency Rate Loans (it being understood and agreed that no Multicurrency Loans may be made as Base Rate Loans), EURIBOR/LIBOR (v) in the case of Eurocurrency Rate Loans or a combination thereofLoans, the Currency thereforrequested Eurocurrency Interest Period, (vi) the Borrower making such Borrowing, (vii) instructions for the disbursement of the proceeds of the proposed Borrowing and if EURIBOR/LIBOR Rate Loans are requested, (viii) whether the Interest Period(s) thereforproposed Borrowing will be used for the purpose of consummating a Permitted Acquisition. A form In lieu of delivering such a Notice of Borrowing (except with respect to a “Notice of Borrowing”) is attached as Exhibit A. If Borrowing on the Borrower Effective Date), the Company shall fail to specify in any such Notice of Borrowing give the Administrative Agent (1) an applicable Interest Period and First Chicago London, in the case of a EURIBOR/LIBOR Rate LoanBorrowing of Multicurrency Loans) irrevocable telephonic notice of any proposed Borrowing by the time required under this Section 2.02(b), then and shall confirm such notice by delivery of the Notice of Borrowing by telecopy to the Administrative Agent (with a copy to First Chicago London, in the case of a Borrowing of Multicurrency Loans) promptly, but in no event later than 4:00 p.m. (Chicago time) on the same day. Any Notice of Borrowing delivered in connection with a Permitted Acquisition shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request accompanied by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice Officer's Certificate required pursuant to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofSection 8.17(b).