Common use of Notice of Borrowing Clause in Contracts

Notice of Borrowing. (a) To request a Revolving Credit Loan 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing (which shall be a Business Day), (iv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly 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. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Whenever the Borrower desires to incur Revolving Credit Loan or Swingline Loan to be made Loans hereunder (other than Borrowings to repay Unpaid Drawings), the Borrower it 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. 10:00 a.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiii) the date of Borrowing (which shall be a Business Day), (iviii) in whether the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (viv) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and (viv) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly 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. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Whenever the Borrower desires to incur Revolving Credit Loan or Swingline Loan to be made Loans hereunder (other than Mandatory Borrowings, Borrowings to repay Unpaid DrawingsDrawings or Borrowings to repay Protective Advances), the Borrower it 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))Agent’s Office, (i) a prior to 12:00 Noon (New York time) at least three Business Days’ prior written Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans, and (ii) prior to 12:00 noon Noon (New York time) at least three (3) one Business Days Day’s prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans(each such notice, a “Notice of Borrowing”). Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiii) the date of Borrowing (which shall be a Business Day), ) and (iviii) in whether the case of a Revolving Credit Loan, whether such respective Borrowing shall consist of ABR Loans or LIBOR LoansEurodollar Loans and, (v) if such Borrowing shall consist of LIBOR Eurodollar Loans, the LIBOR Interest Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursedthereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share Applicable Percentage thereof and of the other matters covered by the related Notice of Borrowing. (b) Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Swingline Loans prior to 2:30 p.m. (New York time) on the date of such Borrowing. Each such notice shall be irrevocable and shall specify (i) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing and (ii) the date of Borrowing (which shall be a Business Day). The Administrative Agent shall promptly give the Swingline Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Swingline Loans and of the other matters covered by the related Notice of Borrowing. (c) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section. (d) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c3.4(a). (ce) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case case, the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), Whenever the Borrower desires to make a Base Rate or NIBOR Borrowing hereunder, it shall give the Administrative Agent at an office Bank as its Notice Office notice of the Administrative Agent from time its intention 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to borrow before 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed Business day on which it desires to incur such Loan. Whenever the Borrower desire to make a LIBOR Borrowing hereunder it shall give the Bank at its Notice Office notice of its intention to borrow at least three Business Days' prior to the Business Day on which such Loan is to be made, 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. All such notices relating to Base Rate, LIBOR and NIBOR borrowings (each Borrowing of ABR Loans and Swingline Loans. Each such a "Notice of Borrowing, except as otherwise expressly provided in Section 2.10, ") shall be irrevocable and shall in the form of Exhibit A, appropriately completed to specify (ia) whether the identity of such Borrowing is to be a Revolving Credit Loan or Swingline LoanBorrower, (iib) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing and Borrowing, (yc) with respect to Swingline the Business Day on which such Loans the aggregate principal amount of Swingline Loans are 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)made, (iiid) the date of Borrowing (which shall be a Business Day), (iv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans are to be Base Rate Loans, LIBOR Loans or LIBOR NIBOR Loans, (ve) the aggregate amount of principal and interest on outstanding Loans which are payable by such Borrower on such date; (f) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period amount specified pursuant to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly 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. clause (b) Borrowings is greater than the amount specified pursuant to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(cclause (e). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior net amount to receipt of written confirmation without liability upon the basis of such telephonic notice believed be remitted by the Administrative Agent in good faith Bank pursuant to Section 1.04 at the time the Bank makes the Loan and (g) if the amount specified pursuant to clause (e) is greater than the amount specified pursuant to clause (b), the net amount to be from an Authorized Officer of the Borrower. In each remitted by such case the Borrower hereby waives the right pursuant to dispute the Administrative Agent’s record of the terms of any such telephonic noticeSection 2.02.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan Each Borrowing, each conversion of Loans from one Type to another, and each continuation of Term SOFR Loans shall be made hereunder (other than Borrowings to repay Unpaid Drawings), upon the Borrower shall give the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent Borrower’s irrevocable notice to the Borrower Agent, which may be given by (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))A) telephone, or (iB) a written Notice of Borrowing (or telephonic Borrowing; provided that any telephone notice promptly must be confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior immediately by delivery to the proposed day Agent of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline LoansBorrowing. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall Borrowing must be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) received by the Agent not later than (x) with respect to Revolving Credit Loans 1:00 P.M. (New York City time) on the aggregate principal amount date of the Revolving Credit Loans to be made pursuant to such Borrowing each Base Rate Borrowing, and (y) with respect 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to Swingline a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowing. Each Borrowing of, conversion to or continuation of 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 25,000,000 or a whole any larger multiple of $100,000 5,000,000 (except that any such Borrowing may be in excess thereof the aggregate amount available in accordance with Section 3.02(b)). Each Borrowing shall specify (orA) whether the Borrower is requesting a Borrowing, in each casea conversion of Loans from one Type to the other, or a continuation of Loans, as the remaining amount case may be, (B) the requested date of the Revolving Credit Commitment Borrowing, conversion or continuation, as the Swingline Commitmentcase may be (which shall be a Business Day or a Business Day, as applicable), (iiiC) the date principal amount of Borrowing (which shall Loans to be a Business Day)borrowed, converted or continued, (ivD) in the case Type of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and (vi) the number and location of the account borrowed or to which funds existing Loans are to be disbursed. The Administrative Agent shall promptly give each Lender written notice converted, and (or telephonic notice promptly confirmed in writingE) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loansif applicable, of such Lender’s proportionate share thereof and the duration of the other matters covered by Interest Period with respect thereto. If the related Borrower fails to specify a Type of Loan in a Notice of Borrowing. (b) Borrowings , then the requested Loans will be made as Base Rate Loans. If the Borrower fails to reimburse Unpaid Drawings give a timely notice requesting a conversion or continuation of any Term SOFR Loans, then the applicable Loans shall be made upon converted to, Term SOFR Loans having an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the notice specified last day of the Interest Period then in Section 3.4(c). (c) Without effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any way limiting the obligation Notice of the Borrower Borrowing, but fails to confirm in writing any notice specify an Interest Period, it may give hereunder by telephone, the Administrative Agent may act prior shall be deemed to receipt have specified an Interest Period of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticeone (1) month.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan Prior to be made hereunder (other than Borrowings to repay Unpaid Drawings)the making of each Term Loan, 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) shall have received a written Notice of Borrowing (whether in writing or telephonic notice promptly confirmed in writingby telephone) prior to 12:00 noon (New York time) at least three (3) Business Days prior to meeting the proposed day requirements of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Section 2.3, which Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing (which shall be a Business Day), (iv) in the case of any borrowing of Delayed Draw Term Loans (other than the Borrowing on the Closing Date) shall contain a Revolving Credit Loan, whether description setting forth the categories and the amounts of expenditures under such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, categories under the LIBOR Period to be initially applicable thereto and (vi) the number and location of the account to which funds New Build Program that are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, funded with the proceeds of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of BorrowingDelayed Draw Term Loans. (b) Borrowings Prior to reimburse Unpaid Drawings the making of each Deposit L/C Loan or Incremental Deposit L/C Loan, the Administrative Agent shall be made upon have received a Notice of Borrowing (whether in writing or by telephone) meeting the notice specified in requirements of Section 3.4(c)2.3. (c) Without in Prior to the making of each Revolving Credit Loan (other than any way limiting the obligation of the Borrower Revolving Credit Loan made pursuant to confirm in writing any notice it may give hereunder by telephoneSection 3.4(a)) and each Swingline Loan (excluding Mandatory Borrowings), the Administrative Agent may act prior shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3. (d) Prior to receipt the issuance of written confirmation without liability upon the basis each Revolving Letter of such telephonic notice believed by Credit, the Administrative Agent in good faith and the Revolving Letter of Credit Issuer shall have received a Letter of Credit Request meeting the requirements of Section 3.2(a). (e) Prior to be from an Authorized Officer the issuance of each Deposit Letter of Credit, the Administrative Agent and the Deposit Letter of Credit Issuer shall have received a Letter of Credit Request meeting the requirements of Section 3.2(b). The acceptance of the Borrower. In benefits of each such case the Borrower hereby waives the right Credit Event shall constitute a representation and warranty by each Credit Party to dispute the Administrative Agent’s record each of the terms Lenders that all the applicable conditions specified in Section 7 above have been satisfied as of any such telephonic noticethat time.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the 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)), Agent’s Office (i) a prior to 12:00 Noon (New York City time) at least three Business Days’ prior written Notice notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Term Loans if such Term Loans are to be initially LIBOR Term Loans denominated in Dollars and (ii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 noon Noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the proposed day date of each the Borrowing of Term Loans if such Term Loans are to be ABR Loans and Swingline Loans. Each such Such notice (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a “Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and ”) shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Term 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)made, (iiiii) the date of the Borrowing and (which iii) whether the Term Loans shall be a Business Day), consist of ABR Term Loans (iv) in the case of a Revolving Credit LoanLoans denominated in Dollars) and/or LIBOR Term Loans and, whether such Borrowing shall consist of ABR if the Term Loans or are to include LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Term Loans, the LIBOR Interest Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursedthereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each the proposed Borrowing of Revolving Credit Loans and/or Swingline Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Whenever the Borrower desires to incur Revolving Credit Loans (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings), it shall give the Administrative Agent at the Administrative Agent’s Office, (i) prior to 12:00 Noon (New York City Time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Revolving Credit Loans denominated in Dollars, (ii) prior to 12:00 Noon (New York City time) at least four Business Days’ prior written notice (or telephone notice promptly confirmed in writing) of the Borrowing of Revolving Credit Loans denominated in Alternative Currencies and (iii) prior to 10:00 a.m. (New York City time) on the date of such Borrowing prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Revolving Credit Loans that are ABR Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall specify (i) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day) and (iii) whether the respective Borrowing shall consist of ABR Loans (in the case of Revolving Credit Loans denominated in Dollars) or LIBOR Revolving Credit Loans and, if LIBOR Revolving Credit Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans, of such Lender’s Revolving Credit Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing. (c) Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Swingline Loans prior to 2:30 p.m. (New York City time) on the date of such Borrowing. Each such notice shall specify (i) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing and (ii) the date of Borrowing (which shall be a Business Day). The Administrative Agent shall promptly give the Swingline Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Swingline Loans and of the other matters covered by the related Notice of Borrowing. (d) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(d), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section. (e) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c3.4(a). (cf) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right . (g) Any written notice to dispute be given hereunder may be given in any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of SOFR Loans shall be made hereunder (other than Borrowings upon the Borrower’s irrevocable notice to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at an office of the Administrative Agent from time to time notified Agent, which notice shall be given by a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (x) ten (10) Business Days prior to the Borrower requested date of any Borrowing and (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (iy) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day requested date of any conversion to or continuation of SOFR Loans or of any conversion of SOFR Loans to Base Rate Loans (in each Borrowing of LIBOR Loans case, or such shorter period as may be agreed by the Administrative Agent and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline LoansRequired Lenders). Each such Notice Borrowing of, conversion to or continuation of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit SOFR 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 a principal amount of $100,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in connection with any conversion or continuation of a Loan, if less, the entire principal thereof then outstanding). Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each caseconnection with any conversion or continuation of a Loan, if less, the remaining amount entire principal thereof then outstanding). Each Loan Notice shall specify (I) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the Revolving Credit Commitment other, or the Swingline Commitmenta continuation of Loans, as applicablethe case may be (and the Class of Loans to which such Borrowing, conversion or continuation applies), (iiiII) the requested date of Borrowing the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (ivIII) the 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 or the SOFR Loans to be continued, (V) if applicable, the duration of the Interest Period with respect thereto, and (VI) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR LoansBorrowing, the LIBOR Period to be initially applicable thereto and (vi) the number and location wiring information of the Borrower’s account to which funds are to be disbursed. The Administrative Agent shall promptly If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give each Lender written a timely notice (requesting a conversion or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit continuation, then the applicable Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the notice specified last day of the Interest Period then in Section 3.4(c). (c) Without effect with respect to the applicable SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of SOFR Loans in any way limiting the obligation such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticeone (1) month.

Notice of Borrowing. Borrower shall request each Borrowing by delivering to Agent an irrevocable written notice in the form of EXHIBIT A, appropriately completed (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings"NOTICE OF BORROWING"), which specifies, among other things: (i) The principal amount of the requested Borrowing, which shall be in the amount of (A) $100,000 or an integral multiple of $50,000 in excess thereof in the case of a Borrowing consisting of Base Rate Loans; or (B) $400,000 or an integral multiple of $100,000 in excess thereof in the case of a Borrowing consisting of LIBOR Loans; (ii) Whether the requested Borrowing is to consist of Base Rate Loans or LIBOR Loans; (iii) If the requested Borrowing is to consist of LIBOR Loans, the initial Interest Period selected by Borrower for such Loans in accordance with SUBPARAGRAPH 2.01(e); and (iv) The date of the requested Borrowing, which shall be a Business Day; 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 each Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) Agent at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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) before the date of the requested Borrowing (which shall be a Business Day), (iv) in the case of a Revolving Credit Loan, whether such Borrowing consisting of LIBOR Loans with Interest Periods of one month or longer and on or before the date of the requested Borrowing in the case of any other Borrowing. Each Notice of Borrowing shall consist of ABR Loans be delivered by first-class mail or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, facsimile to Agent at the LIBOR Period to be initially applicable thereto and (vi) the office or facsimile number and location during the hours specified in PARAGRAPH 8.01; PROVIDED, HOWEVER, that Borrower shall promptly deliver to Agent the original of the account to which funds are to be disbursedany Notice of Borrowing initially delivered by facsimile. The Administrative Agent shall promptly give notify each Lender written notice (or telephonic notice promptly confirmed in writing) of the contents of each proposed Notice of Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and of the other matters covered amount and Type of (and, if applicable, the Interest Period for) each Loan to be made by such Lender as part of the related Notice of requested Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Whenever the Borrower desires to incur Revolving Credit Loan or Swingline Loan to be made Loans hereunder (other than Mandatory Borrowings or borrowings to repay Unpaid DrawingsDrawings under Letters of Credit), the Borrower it 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))Agent’s Office, (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans, and (ii) prior to 1:00 p.m. (New York time) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Revolving Credit Loans that are to be ABR Loans and Swingline Loans. Each such Such notice (together with each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(b), a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiii) the date of Borrowing (which shall be a Business Day), ) and (iviii) in whether the case of a Revolving Credit Loan, whether such respective Borrowing shall consist of ABR Loans or LIBOR LoansEurodollar Loans and, (v) if such Borrowing shall consist of LIBOR Eurodollar Loans, the LIBOR Interest Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursedthereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly 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. (b) Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Swingline Loans prior to 2:00 p.m. (New York time) or such later time as may be agreed by the Swingline Lender on the date of such Borrowing. Each such notice shall be irrevocable and shall specify (i) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing and (ii) the date of Borrowing (which shall be a Business Day). The Administrative Agent shall promptly give the Swingline Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Swingline Loans and of the other matters covered by the related Notice of Borrowing. (c) Mandatory Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c2.1(c)(ii), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section. (d) Borrowings of Revolving Credit Loans to reimburse Unpaid Drawings under Letters of Credit shall be made upon the notice specified in Section 3.4(a). (ce) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case case, the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan When either Borrower desires to be made hereunder (other than Borrowings to repay Unpaid Drawings)borrow under this Section 2.01, the U.S. Borrower shall give the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent deliver to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))a Notice of Borrowing, signed by it, (i) on the Closing Date, in the case of the Borrowings on the Effective Date, (ii) no later than 11:30 a.m. (New York time) on the Business Day immediately preceding the proposed Funding Date therefor, in the case of a written Notice Borrowing of Borrowing Base Rate Loans after the Effective Date, and (or telephonic notice promptly confirmed in writingiii) prior to 12:00 noon no later than 9:00 a.m. (New York time) at least three (3) Business Days prior to in advance of the proposed day Funding Date therefor, in the case of each a Borrowing of LIBOR Eurocurrency Rate Loans and (ii) a written after the Effective Date. Such Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (ii) the amount 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 of Base Rate Loans or Eurocurrency Rate Loans, (v) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Eurocurrency Rate Loans, the LIBOR Period to be initially applicable thereto and requested Eurocurrency Rate Interest Period, (vi) which Borrower is making the number subject Borrowing, and location (vii) instructions for the disbursement of the account proceeds of the proposed Borrowing. In lieu of delivering such a 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 to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (New York time) on the same day, the original of which funds are facsimile copy shall be delivered to be disbursedthe Agent within three (3) days after the date of such transmission. The Administrative Agent shall promptly give each Lender written notice Any Notice of Borrowing (or telephonic notice promptly confirmed in writinglieu thereof) 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. (bgiven pursuant to this Section 2.01(c) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified irrevocable, except as specifically provided in Section 3.4(c2.01(d)(i). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request Whenever Borrower desires to utilize the Loan Commitments for an Acquisition Loan, it shall deliver to Agent a Revolving Credit Loan 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) Borrowing Base Certificate and a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least not later than 11:00 a.m., Closing Office Time, three (3) Business Days prior to the date of the proposed day of each Borrowing of LIBOR Loans and (ii) a written borrowing, which Notice of Borrowing shall, among other items, (or telephonic notice promptly confirmed in writingA) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is the Eligible Portfolio Entity to be whose capital Borrower or a Revolving Credit Loan Primary Obligor will, directly or Swingline Loanindirectly, contribute or loan the proceeds of the Loans; (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Loans Asset Pool or Asset Pools to be made pursuant to acquired by 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), Portfolio Entity; (iii) the date of the proposed borrowing (which shall be a Business Day (each, a "Borrowing Date")); (iv) if such Borrowing Date is a Payment Date, whether such Loans shall constitute Base Rate Loans or Eurocurrency Loans (if not specified or if such date is not a Payment Date, Base Rate Loans shall be deemed to have been requested); (v) the currency in which the Loan will be borrowed; (vi) the total amount of such borrowing (which shall be in a minimum amount of 100,000 units of the relevant currency, 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 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 the extent permitted by Section 6B.4) remains true and correct and (y) on or prior to the date of such Notice of Borrowing, Borrower has delivered to Agent a Final NPV Pool Certificate in respect of such Asset Pool. (b) Whenever Borrower desires to utilize the Loan Commitments for Working Capital Loans, it shall deliver to Agent a Notice of Borrowing not later than 11:00 a.m., Closing Office Time, three Business Days prior to the date of the proposed borrowing, which notice shall specify (i) the date of the proposed borrowing (which shall be a Business Day) (each, also a "Borrowing Date"), (iv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (vii) if such Borrowing Date is a Payment Date, whether such Loans shall consist of LIBOR Loansconstitute Base Rate Loans or Eurocurrency Loans (if not specified or if such date is not a Payment Date, Base Rate Loans shall be deemed to have been requested), (iii) the LIBOR Period to currency in which such Loans will be initially applicable thereto borrowed, and (viiv) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, total amount of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. borrowing (b) Borrowings to reimburse Unpaid Drawings which shall be made upon the notice specified in Section 3.4(ca minimum amount of $250,000 and, if greater, in integral multiples of $100,000). (c) Without in any way limiting the obligation of the Borrower to confirm Agent shall promptly notify (in writing any notice it may give hereunder or by telephone, confirmed as soon as possible thereafter in writing) each of Lenders of the Administrative date and type (i.e., Acquisition Loan or Working Capital Loan) of any proposed Loans, the amount of the Loan or Loans such Lender is being requested to make and whether such Loans shall constitute Base Rate Loans or Eurocurrency Loans. Each Lender will make the amount of its Loan or Loans available to Agent, at the Closing Office, before 1:00 p.m. Closing Office Time on the date specified in the Notice of Borrowing in same day funds. Such proceeds shall be made available to Borrower (subject to Section 2.2(d)) by Agent, in the same type of funds received by Agent, at the Closing Office against delivery to Agent for the account of each Lender of such instruments, documents and papers as are provided for herein; provided that Agent may act pay on behalf of Borrower the portion of any Utilization Fee borrowed in connection with any such Loan directly to Lenders entitled thereto. Agent shall deliver the instruments, documents and papers received by it for the account of each Lender to such Lender or upon its order. (d) Unless Agent shall have received notice from a Lender prior to receipt 11:00 a.m., Closing Office Time, on the date of written confirmation without liability upon the basis any borrowing that such Lender will not make available to Agent such Lender's ratable portion of such telephonic notice believed borrowing, Agent may assume that such Lender has made such portion available to Agent on the date of such borrowing in accordance with Section 2.2(c) and Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent such Lender shall not have made such ratable portion available to Agent, such Lender and Borrower severally agree to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Agent, at the rate from time to time prevailing on the applicable Note; provided that to the extent such interest is paid by a Lender, interest shall be at the Administrative rate specified in Section 11.10 hereof. If such Lender shall pay to Agent in good faith such corresponding amount, such amount so paid shall constitute such Lender's Loan as part of such borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Loan to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms made by it as part of any borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such telephonic noticeborrowing. No Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any borrowing.

Notice of Borrowing. (ai) To request Whenever the Borrower desires to obtain a Revolving Credit Loan with respect to the Revolving Loan Commitments or Swingline (on the Effective Date) a Term B Loan with respect to be made hereunder the Term B Loan Commitment (other than Borrowings one resulting from a conversion or continuation pursuant to repay Unpaid DrawingsSection 3.01(c)), the Borrower it 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 duly completed Notice of Borrowing (or telephonic notice promptly confirmed in writing) the form of Exhibit D-1 attached hereto, such Notice of Borrowing to be given prior to 12:00 noon 11:00 AM (New York Atlanta, Georgia time) at least its Payment Office (x) three (3) Business Days prior to the proposed day requested date of each such Borrowing in the case of LIBOR Loans Eurodollar Advances, and (iiy) on the date of such Borrowing (which shall be a written Business Day) in the case of a Borrowing consisting of Base Rate Advances, and in either case not more than ten days prior to the requested date of such Borrowing; provided that all Loans made on the Effective Date shall be Base Rate Advances. Notices received after 11:00 AM (Atlanta, Georgia time) shall be deemed received on the next Business Day. A Notice of Borrowing that does not conform substantially to the format of Exhibit D-1 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall notify the Borrower of such rejection by telecopy not later than 12:00 noon (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York Atlanta, Georgia time) on the proposed day date of each Borrowing of ABR Loans and Swingline Loansreceipt. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, Borrowing shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 (orBorrowing, in each case, the remaining amount of the Revolving Credit Commitment or the Swingline Commitment, as applicable), (iii) the date of Borrowing (which shall be a Business Day), and whether the Borrowing is to consist of Base Rate Advances or Eurodollar Advances and (iv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (vEurodollar Advances) if such Borrowing shall consist of LIBOR Loans, the LIBOR Interest Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly 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 Borrowingthereto. (bii) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of Whenever the Borrower desires to confirm in writing any notice obtain a Swingline Loan, it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by shall notify the Administrative Agent in good faith to be from an Authorized Officer of accordance with the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticeprocedure set forth in Section 2.08 hereof.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan Whenever the Borrower desires to be made hereunder (other than Borrowings to repay Unpaid Drawings)incur Term Loans, the Borrower shall give the Administrative Agent at an office the Administrative Agent’s Office prior to 12:00 p.m. (New York City time) (i) in the case of a Borrowing of ABR Loans, at least one Business Day’s prior written notice, (ii) in the case of a Borrowing of LIBOR Loans denominated in Dollars, at least three Business Day’s prior written notice (or, in the case of a Borrowing of Closing Date Term Loans to be made on the Closing Date or Amendment No. 3 New Term Loans to be made on the Amendment No. 3 Effective Date, one Business Day; provided that the Borrower shall give the Administrative Agent from time such notice prior to time notified 2:00 p.m. (New York City time) on such date, it being understood that such Notice of Borrowing shall be subject to the provisions of Section 2.11), (iii) in the case of a Borrowing of LIBOR Loans denominated in Euro, Sterling, Swiss Francs or Canadian Dollars, at least four Business Day’s prior written notice and (iv) in the case of a Borrowing of LIBOR Loans denominated in Yen and any other Alternative Currency, at least five Business Day’s prior written notice. Such notice (a “Notice of Borrowing”, substantially in the form of Exhibit K) shall specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing (which, in the case of a Borrowing of Closing Date Term Loans, shall be the Closing Date) and (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Term Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. A Notice of Borrowing may be in such other form as may be approved by the Administrative Agent to the Borrower (but initially the office set forth for including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent in Section 12.2(a)(ii)Agent), appropriately completed and signed by an Authorized Officer of the Borrower. A Notice of Borrowing may be given by (ix) telephone or (y) a written Notice of Borrowing (or 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, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly confirmed in writingadvise 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) Whenever the Borrower desires to incur Revolving Credit Loans (other than borrowings to repay Unpaid Drawings), then the Borrower shall give the Administrative Agent at the Administrative Agent’s Office, (i) prior to 12:00 noon (New York timeCity Time) at least three (3) Business Days Days’ prior to the proposed day written notice of each Borrowing of LIBOR Loans that are Revolving Credit Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. 11:00 a.m. (New York City time) on the proposed day of such Borrowing prior written notice of each Borrowing of Revolving Credit Loans that are ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iA) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing and Borrowing, (yB) 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 currency of the Revolving Credit Commitment or the Swingline Commitment, as applicable)Loans to be borrowed, (iiiC) the date of Borrowing (which shall be a Business Day), ) and (ivD) in whether the case of a Revolving Credit Loan, whether such respective Borrowing shall consist of ABR Loans or LIBOR LoansLoans that are Revolving Credit Loans and, (v) if such Borrowing shall consist of LIBOR Loans that are Revolving Credit Loans, the LIBOR Interest Period to be initially applicable thereto and (vi) thereto. If the number and location Borrower fails to specify a currency in a Notice of Borrowing, then the account to which funds are to Loans so requested shall be disbursedmade in Dollars. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof Revolving Credit Commitment Percentage thereof, of the identity of the Borrower, and of the other matters covered by the related Notice of Borrowing. (bc) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender written notice in the form of Exhibit K with a copy to the Administrative Agent of each Borrowing of Swingline Loans prior to 2:00 p.m. (New York City time) on the date of such Borrowing. Each such notice shall specify (x) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing and (y) the date of Borrowing (which shall be a Business Day). (d) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section. (e) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c3.4(a). (cf) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may shall give hereunder by telephonetelephone (which obligation is absolute), the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. Borrower shall request each Borrowing by delivering to Agent an irrevocable written notice in the form of Exhibit A, appropriately completed (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings"Notice of Borrowing"), which specifies, among other things: (i) The principal amount of the requested Borrowing, which shall be in the amount of (A) $1,000,000 or an integral multiple of $100,000 in excess thereof in the case of a Borrowing consisting of Base Rate Loans; or (B) $1,000,000 or an integral multiple of $500,000 in excess thereof in the case of a Borrowing consisting of LIBOR Loans; (ii) Whether the requested Borrowing is to consist of Base Rate Loans or LIBOR Loans; (iii) If the requested Borrowing is to consist of LIBOR Loans, the initial Interest Periods selected by Borrower for such Loans in accordance with Subparagraph 2.01(e); and (iv) The date of the requested Borrowing, which shall be a Business Day; Provided, however, that all Borrowings made during the period commencing on the Closing Date and ending three (3) Business Days thereafter shall consist solely of Base Rate Loans. 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 each Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) Agent at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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) before the date of the requested Borrowing (which shall be a Business Day), (iv) in the case of a Revolving Credit Loan, whether such Borrowing consisting of LIBOR Loans and at least one (1) Business Day before the date of the requested Borrowing in the case of a Borrowing consisting of Base Rate Loans. Each Notice of Borrowing shall consist of ABR Loans be delivered by first-class mail or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, facsimile to Agent at the LIBOR Period to be initially applicable thereto and (vi) the office or facsimile number and location during the hours specified in Paragraph 8.01; provided, however, that Borrower shall promptly deliver to Agent the original of the account to which funds are to be disbursedany Notice of Borrowing initially delivered by facsimile. The Administrative Agent shall promptly give (but in any event no later than 5:00 p.m., San Francisco time, on the Business Day Agent is deemed to receive such notice under Paragraph 8.01) notify each Lender written notice (or telephonic notice promptly confirmed in writing) of the contents of each proposed Notice of Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and of the other matters covered amount and Type of (and, if applicable, the Interest Period for) each Loan to be made by such Lender as part of the related Notice of requested Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the The Borrower shall give the Administrative Agent at an office notice (a “Notice of Borrowing”) in respect of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower Borrowing of Loans, other than Swing Loans and Refunding Swing Loans, not later than (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (iw) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon p.m. (New York time) at least three on the Business Day of the Borrowing if such Borrowing is to be a Base Rate Borrowing, (3x) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day third U.S. Government Securities Business Day immediately preceding the date of each the Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether if such Borrowing is to be a Revolving Credit Loan or Swingline LoanTerm SOFR Borrowing, (ii) (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 1:00 p.m. (New York time) on the aggregate principal amount third U.S. Government Securities Business Day immediately preceding the date of Swingline Loans the Borrowing if such Borrowing is 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 Daily Simple SOFR Loan Borrowing, specifying: (or, in each case, the remaining amount of the Revolving Credit Commitment or the Swingline Commitment, as applicable), (iiii) the date of such Borrowing, which shall be a Business Day; (ii) what Type of Loans are to be borrowed and whether the Loans comprising such Borrowing are to bear interest initially at the Base Rate, Adjusted Daily Simple SOFR or Adjusted Term SOFR; (iii) (A) in the case of a Term SOFR Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period and (B) in the case of a Base Rate Borrowing, the date, if any, on which such Revolving Loan will be converted to a Term SOFR Loan; and (iv) the aggregate amount of such Borrowing. (b) The Borrower shall give the Swing Lender a Notice of Borrowing in respect of Swing Loans not later than 2:00 p.m. (New York time) on the date of Borrowing of such Swing Loans (which shall be a Business Day), (iv) in specifying the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, amount of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without Refunding Swing Loans shall be made on the notice provided in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticeSection 2.1(d).

Notice of Borrowing. A Borrower shall request a Borrowing by delivering to Agent an irrevocable written notice in the form of Exhibit A, appropriately completed (a “Notice of Borrowing”), which specifies, among other things: (a) To request a Revolving Credit Loan The Currency and principal amount of such Borrowing, which shall be in the minimum Dollar amount or Swingline Loan Dollar Equivalent of Five Million Dollars ($5,000,000) or an integral multiple of One Million Dollars ($1,000,000) in excess thereof, provided that Borrowings may be in an aggregate amount that is equal to be made hereunder the entire amount of the Unused Commitments; (other than Borrowings b) Whether such requested Borrowing is to repay Unpaid Drawings)consist of Base Rate Loans or LIBOR Loans; (c) If such Borrowing is to consist of LIBOR Loans, the initial Interest Period selected by the applicable Borrower for such Borrowing in accordance with Subparagraph 2.03(b)(i); (d) The date of such Borrowing, which shall be a Business Day; and (e) The applicable Borrower for such Borrowing. The applicable 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 each Notice of Borrowing to Agent at least four (or telephonic notice promptly confirmed 4) Business Days before the date of the requested Borrowing in writing) prior to 12:00 noon (New York time) the case of a Borrowing in an Alternative Currency, at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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) before the date of the requested Borrowing (which shall be a Business Day), (iv) in the case of a Revolving Credit Loan, whether such Borrowing consisting of LIBOR Loans in Dollars and at least one (1) Business Day before the date of the requested Borrowing in the case of a Borrowing in Dollars consisting of Base Rate Loans. Each Notice of Borrowing shall consist be signed by a Responsible Officer of ABR Loans the applicable Borrower and delivered by first-class mail or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, facsimile to Agent at the LIBOR Period to be initially applicable thereto and (vi) the office or facsimile number and location during the hours specified in Paragraph 8.01; provided, however, that the applicable Borrower shall promptly deliver to Agent the original of the account to which funds are to be disbursedany Notice of Borrowing initially delivered by facsimile. The Administrative Agent shall promptly give notify each Lender written notice (or telephonic notice promptly confirmed in writing) of the contents 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. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to Each Borrowing shall be made hereunder on notice by the Company (other than Borrowings on its own behalf or on behalf of any Designated Borrower) to repay Unpaid Drawings)the Administrative Agent, the Borrower which shall give the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower each Lender prompt notice thereof, given not later than (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (ix) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon 11:00 A.M. (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the date of the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether if such Borrowing is to be comprised of Base Rate Advances, (y) 11:00 A.M. (New York City time) on the third U.S. Government Securities Business Day prior to such date if such Borrowing is to be comprised of Term SOFR Advances and (z) 11:00 A.M. (New York City time) on the third Business Day prior to such date if such Borrowing is to be comprised of XXXXXXX Advances. Each such notice of a Revolving Credit Loan Borrowing (a “Notice of Borrowing”) shall be by telecopier, or Swingline Loanby email, in substantially the form of Exhibit A hereto, specifying therein: (i) the name of the Borrower (which shall be the Company or a Designated Borrower), (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount requested date 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)Borrowing, (iii) the date Type of Borrowing (which shall be a Business Day)Advances comprising such Borrowing, (iv) the aggregate amount and, for any Designated Borrower, the Currency of such Borrowing, and (v) in the case of a Revolving Credit Loan, whether such Borrowing shall consist consisting of ABR Loans Term SOFR Advances or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR LoansXXXXXXX Advances, the LIBOR initial Interest Period for each such Borrowing. Each Lender shall, before 1:00 P.M. (Local Time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to be initially applicable thereto the Administrative Agent at the Administrative Agent’s Account for Advances denominated in the relevant Currency, in the relevant Currency and (vi) the number and location in same day funds, such Xxxxxx’s Pro Rata Share of the account to which requested amount of such Borrowing. Promptly after the Administrative Agent’s receipt of such funds are to be disbursed. The (and in any event by the close of business New York City time on the date of such Borrowing) and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent shall promptly give each Lender written notice (will make the funds so received available to the Company or telephonic notice promptly confirmed such other Borrower by depositing the same in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof Currency and in immediately available funds into such account of the Company or such other matters covered by Borrower, as applicable, as shall have been specified in the related Notice of Borrowing. (b) Borrowings . Each Lender may, at its option, make any Advance by causing any domestic or foreign branch or Affiliate of such Lender to reimburse Unpaid Drawings make such Advance; provided that any exercise of such option shall be made upon the notice specified in Section 3.4(c). (c) Without not affect in any way limiting manner the obligation of the applicable Borrower to confirm repay such Advance in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of accordance with the terms of any such telephonic notice.this Agreement. 364-DAY CREDIT AGREEMENT

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the The relevant Borrower shall give the Administrative Agent at an office notice, in substantially the form of Exhibit F hereto (a “Notice of Borrowing”) before (x) 10:00 A.M. (Eastern time (standard or daylight, as applicable)) on 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))date of each ABR Borrowing, (iy) a written Notice of 11:00 A.M. (Eastern time (standard or daylight, as applicable)) on the third Eurocurrency Business Day before each Eurocurrency Borrowing (or telephonic notice promptly confirmed denominated in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans dollars, and (iiz) a written Notice of Borrowing 4:00 P.M. (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York London time) on the proposed day of third Eurocurrency Business Day before each Eurocurrency Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowingdenominated in euros, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify specifying: (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing (such Borrowing, which shall be a Domestic Business Day), Day in the case of a ABR Borrowing or a Eurocurrency Business Day in the case of a Eurocurrency Borrowing, (ii) the aggregate amount of such Borrowing, (iii) whether the Loans comprising such Borrowing are to be ABR Loans or Eurocurrency Loans, (iv) in the case of a Revolving Credit each Eurocurrency Loan, whether the currency of such Borrowing shall consist of ABR Loans or LIBOR Loans, Loan; and (v) if such Borrowing shall consist in the case of LIBOR Loansa Eurocurrency Borrowing, the LIBOR Period to be initially applicable thereto and (vi) the number and location duration of the account Interest Period applicable thereto, subject to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and the provisions of the other matters covered by the related Notice definition of BorrowingInterest Period. (b) Borrowings to reimburse Unpaid Drawings The provisions of subsection (a) above notwithstanding, if a Borrower shall be made upon not have given a Notice of Borrowing before 10:00 a.m. (Eastern time (standard or daylight, as applicable)) on the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation last day of the Interest Period applicable to an outstanding Borrowing, then, unless such Borrower notifies the Administrative Agent before such time that it elects not to confirm in writing any notice it may give hereunder by telephoneborrow on such date, the Administrative Agent may act shall be deemed to have received a Notice of Borrowing specifying that (i) the date of the proposed Borrowing shall be the last day of the Interest Period applicable to such outstanding Borrowing (ii) the aggregate amount of the proposed Borrowing shall be the amount of such outstanding Borrowing (reduced to the extent necessary to reflect any reduction of the Commitments on or prior to receipt the date of written confirmation without liability upon the basis proposed Borrowing), and (iii) in case of such telephonic notice believed by Loans denominated in dollars, the Administrative Agent in good faith Loans comprising the proposed Borrowing are to be from ABR Loans and, in the case of Loans denominated in euros, the Loans comprising the proposed Borrowing shall have an Authorized Officer Interest Period of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticeone month.

Notice of Borrowing. (ai) To request a Revolving Credit Loan or Swingline Loan Whenever Borrower desires to be made hereunder borrow under this Section 2.1, but in no event more than three (other than Borrowings to repay Unpaid Drawings)3) times during any one (1) calendar month, the Borrower shall give the Administrative Agent, at 000 Xxxxxxxxx Xxxxxx Xxxxx, X.X., Xxxxx 000, Xxxxxxx, XX 00000, Attn: Xxxx X. Xxxxx (Fax No. (000)000-0000) or such other address as Agent at shall designate, 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 original or facsimile Notice of Borrowing no later than 9:00 A.M. (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York Eastern time) at least ), not less than three (3) nor more than five (5) Business Days prior to the proposed day Funding Date of each Loan. The Agent shall notify each Lender by telephone or facsimile with regard to each Notice of Borrowing of LIBOR Loans and not later than 11:00 A.M. (Eastern Time) on the second Business Day preceding the proposed Funding Date. (ii) Notwithstanding the foregoing or any other provision hereof to the contrary a written Notice of Borrowing may be given not less than two (or telephonic notice promptly confirmed in writing2) Business Days prior to 1:00 p.m. (New York time) on the proposed day Funding Date of each a Loan if the additional Borrowing of ABR Loans and Swingline Loans. shall be requested as a Base Rate Loan. (iii) Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and Borrowing shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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), (iii1) the date of Borrowing Funding Date (which shall be a Business Day)) in respect of the Loan, (iv2) the amount of the proposed Loan, provided that the aggregate amount of such proposed Loan shall equal Four Million Dollars ($4,000,000) or integral multiples of One Million Dollars ($1,000,000) in excess thereof, (3) whether the case of Loan to be made thereunder will be a Revolving Credit Base Rate Loan or a LIBOR Loan and, if a LIBOR Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loansthe Interest Period, (v4) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and (vi) the number and location of the account to which account of Borrower the funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice directed, and (or telephonic notice promptly confirmed in writing5) of each the proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, use of such Lender’s proportionate share thereof and of the other matters covered by the related Loan. Any Notice of BorrowingBorrowing pursuant to this Section 2.1.2 shall be irrevocable. (b) Borrowings Borrower may elect (i) to reimburse Unpaid Drawings convert LIBOR Loans or any portion thereof into Base Rate Loans, (ii) to convert Base Rate Loans or any portion thereof to LIBOR Loans, or (iii) to continue any LIBOR Loans or any portion thereof for an additional Interest Period, provided, however, that the aggregate amount of the Loans being converted into or continued as LIBOR Loans shall equal Four Million Dollars ($4,000,000) or an integral multiple of One Million Dollars ($1,000,000) in excess thereof. The applicable Interest Period for the continuation of any LIBOR Loan shall commence on the day on which the next preceding Interest Period expires. The conversion of a LIBOR Loan to a Base Rate Loan shall only occur on the last Business Day of the Interest Period relating to such LIBOR Loan; such conversion shall occur automatically in the absence of an election under clause (iii) above. Each election under clause (ii) or clause (iii) above shall be made upon by Borrower giving Agent an original or facsimile Notice of Borrowing no later than 9:00 A.M. (Eastern time), not less than three (3) nor more than five (5) Business Days prior to the notice specified date of a conversion to or continuation of a LIBOR Loan, specifying, in Section 3.4(ceach case (1) the amount of the conversion or continuation, (2) the Interest Period therefor, and (3) the date of the conversion or continuation (which date shall be a Business Day). (c) Without Upon receipt of a Notice of Borrowing in any way limiting proper form requesting LIBOR Loans under subparagraph (a) or (b) above, Agent shall determine the obligation LIBOR applicable to the Interest Period for such LIBOR Loans, and shall, prior to the beginning of such Interest Period, give (by facsimile) a Fixed Rate Notice in respect thereof to Borrower and Lenders; provided, however, that failure to give such notice to Borrower shall not affect the validity of such rate. Each determination by Agent of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability LIBOR shall be conclusive and binding upon the basis parties hereto in the absence of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticemanifest error.

Notice of Borrowing. (a) To request Whenever the Borrower desires to incur Term Loans, the Borrower shall give the Administrative Agent at the Administrative Agent’s Office prior to 12:00 p.m. (New York City time) (i) in the case of a Revolving Credit Loan or Swingline Loan Borrowing of ABR Loans, prior written notice on the day of such requested Borrowing and (ii) in the case of a Borrowing of LIBOR Loans, at least three Business Days’ prior written notice (or, in the case of a Borrowing of Initial Term Loans to be made hereunder on the Closing Date, one Business Day). Such notice (a “Notice of Borrowing”) shall specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing (which, in the case of a Borrowing of Initial Term Loans, shall be the Closing Date) and (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Term Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a request for ABR Loans. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3(a) (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing. (b) Whenever the Borrower desires to incur Revolving Credit Loans (other than Borrowings 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))Agent’s Office, (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York City time) at least three Business Days’ prior written notice (3or, in the case of a Borrowing of Revolving Credit Loans to be made on the Closing Date, one Business Day) Business Days prior to (or such shorter period as the proposed day Administrative Agent may agree) of each Borrowing of LIBOR Loans that are Revolving Credit Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 12:00 p.m. (New York City time) on the proposed day prior written notice of each Borrowing of ABR Loans and Swingline Loansthat are Revolving Credit Loans on the day of such requested Borrowing. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iA) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiB) the date of Borrowing (which shall be a Business Day), ) and (ivC) in whether the case of a Revolving Credit Loan, whether such respective Borrowing shall consist of ABR Loans or LIBOR LoansLoans that are Revolving Credit Loans and, (v) if such Borrowing shall consist of LIBOR Loans that are Revolving Credit Loans, the LIBOR Interest Period to be initially applicable thereto and (vi) thereto. If no election as to the number and location Type of Borrowing is specified in any such notice, then the account requested Borrowing shall be a request for ABR Loans. If no Interest Period with respect to which funds are any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to be disbursedhave selected an Interest Period of one month’s duration. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof Revolving Credit Commitment Percentage thereof, and of the other matters covered by the related Notice of Borrowing. (bc) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c3.4(a). (cd) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may shall give hereunder by telephonetelephone (which obligation is absolute), the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request Whenever Borrower desires funding of a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings)Borrowing of Revolver Loans, the Borrower shall give the Administrative Agent at an office a Notice of the Administrative Borrowing. Such notice must be received by Agent from time to time notified by the Administrative Agent to the Borrower no later than 12:00 p.m. (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), Eastern time) (i) a written Notice on the Business Day of Borrowing the requested funding date, in the case of Prime Rate Loans, and (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York timeii) at least three (3) Business Days prior to the proposed day requested funding date, in the case of each Borrowing of LIBOR Loans and BA Equivalent Loans. Notices received after 12:00 p.m. (iiEastern time) a written shall be deemed received on the next Business Day. Each Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iA) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiB) the requested funding date of Borrowing (which shall must be a Business Day), (ivC) whether the Borrowing is to be made as Prime Rate Loans or BA Equivalent Loans, and (D) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR BA Equivalent Loans, the LIBOR duration of the applicable Interest Period (which shall be deemed to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly 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 Borrowingone month if not specified). (b) Borrowings to reimburse Unpaid Drawings Unless payment is otherwise timely made by Borrower, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be made upon deemed to be a request for Prime Rate Loans, on the notice specified due date, in Section 3.4(c)the amount of such Obligations. The proceeds of such Loans shall be disbursed as direct payment of the relevant Obligation. (c) Without If Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any cheque or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Prime Rate Loans, on the date of such presentation, in any way limiting the obligation amount of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis cheque and items presented for payment. The proceeds of such telephonic notice believed by Revolver Loans may be disbursed directly to the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticecontrolled disbursement account or other appropriate account.

Notice of Borrowing. LSI shall request each U.S. Borrowing by delivering to Agent an irrevocable written notice in the form of Exhibit A, appropriately completed (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings"Notice of U.S. Borrowing"), 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))which specifies, among other things: (i) Whether the requested U.S. Borrowing is a written U.S. Revolving Borrowing or a U.S. 364 Day Borrowing; (ii) The principal amount of the requested U.S. Borrowing, which shall be in the minimum amount of $15,000,000 or an integral multiple of $5,000,000 in excess thereof; (iii) Whether the requested U.S. Borrowing is to consist of Base Rate Loans or LIBOR Loans; (iv) If the requested U.S. Borrowing is to consist of LIBOR Loans, the initial Interest Period selected by LSI for such LIBOR Loans in accordance with Subparagraph 2.01(f); and (v) The date of the requested U.S. Borrowing, which (A) in the case of a U.S. Revolving Borrowing, shall be a Business Day not later than the Revolving Termination Date, and (B) in the case of a U.S. 364 Day Borrowing, shall be a Business Day not later than the U.S. 364 Day Termination Date; Provided, however, that all U.S. Borrowings made during the period commencing on the date of this Agreement and ending three (3) Business Days thereafter shall consist solely of Base Rate Loans. LSI shall give each Notice of U.S. Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) Agent at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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) before the date of the requested U.S. Borrowing (which shall be a Business Day), (iv) in the case of a Revolving Credit Loan, whether such U.S. Borrowing consisting of LIBOR Loans and at least one (1) Business Day before the date of the requested U.S. Borrowing in the case of a U.S. Borrowing consisting of Base Rate Loans. Each Notice of U.S. Borrowing shall consist of ABR Loans be delivered by first-class mail or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, facsimile to Agent at the LIBOR Period to be initially applicable thereto and (vi) the office or facsimile number and location during the hours specified in Paragraph 8.01; provided, however, that LSI shall promptly deliver to Agent the original of the account to which funds are to be disbursedany Notice of U.S. Borrowing initially delivered by facsimile. The Administrative Agent shall promptly give notify each U.S. Lender written notice (or telephonic notice promptly confirmed in writing) with a U.S. Revolving Commitment of each proposed Notice of U.S. Borrowing of requesting a U.S. Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof Borrowing and of the other matters covered amount and Type of (and, if applicable, the Interest Period for) each U.S. Revolving Loan to be made by such Lender as part of the related requested U.S. Revolving Borrowing, and Agent shall promptly notify each U.S. Lender with a U.S. 364 Day Commitment of each Notice of U.S. Borrowing requesting a U.S. 364 Day Borrowing and of the amount and Type of (and, if applicable, the Interest Period for) each U.S. 364 Day Loan to be made by such Lender as part of the requested U.S. 364 Day Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request Whenever a Revolving Credit Loan or Swingline Loan Borrower desires to be made incur Loans hereunder (other than excluding (w) Borrowings of Swingline Loans, (x) Borrowings of Revolving Loans incurred pursuant to repay Unpaid Drawingsa Mandatory Borrowing, (y) Borrowings of Competitive Bid Loans and (z) Borrowings of Canadian Prime Rate Loans to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in clause (i) of Schedule III), the Borrower it 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) Office at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing (which shall be a one Business Day), (iv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender ’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan or Canadian Prime Rate Loan and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Euro Rate Loan, Bankers’ Acceptance Loan or Permitted Non-LIBOR-Based Alternate Currency Revolving 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 time) on such day. Each such written notice or written confirmation of telephonic notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 1.11, shall be irrevocable and shall be given by the respective Borrower in the form of Exhibit A, appropriately completed to specify (i) the name of such Borrower, (ii) the purpose of such Borrowing, (iii) the aggregate principal amount (or Face Amount, as the case may be) of the Loans to be incurred pursuant to such Borrowing (stated in the relevant Available Currency), (iv) the date of such Borrowing (which shall be a Business Day), (v) in the case of Canadian Dollar Revolving Loans, whether the Canadian Dollar Revolving Loans being made pursuant to such Borrowing are to be initially maintained as Canadian Prime Rate Loans or Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of clause (a) of Schedule III), (vi) in the case of Euro Rate Loans, the initial Interest Period to be applicable thereto, (vii) in the case of Permitted Non-LIBOR Rate Alternate Currency Revolving Loans, the initial Non-LIBOR-Based Interest Period applicable thereto, (viii) in the case of Alternate Currency Revolving Loans, the specific Alternate Currency Revolving Loan Sub-Tranche pursuant to which such Alternate Currency Revolving Loans are to be incurred, and (ix) in the case of Dollar Revolving Loans, whether the Dollar Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing of Revolving Credit Loans and/or Swingline LoansBorrowing, of such Lender’s proportionate share thereof and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing. (bi) Whenever the Corporation desires to incur Swingline Loans hereunder, it shall give the Swingline Lender not later than 1:00 P.M. (New York time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day) and (B) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing. (ii) Mandatory Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c1.01(c), with the Corporation irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings by it as set forth in Section 1.01(c). (c) Without in any way limiting the obligation of the any Borrower to confirm in writing any telephonic notice it may give hereunder by telephonepermitted to be given hereunder, the Administrative Agent Agent, the Swingline Lender (in the case of a Borrowing of Swingline Loans) or the respective Issuing Bank (in the case of issuances of Letters of Credit), as the case may be, may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent Agent, the Swingline Lender or such Issuing Bank, as the case may be, in good faith to be from an Authorized Officer of such Borrower (or of the BorrowerCorporation) prior to receipt of written confirmation. In each such case the case, each Borrower hereby waives the right to dispute the Administrative Agent’s, the Swingline Lender’s or such Issuing Bank’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), When the Borrower desires to borrow under this Section 2.01, it shall give the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent deliver to the Borrower (but initially the office set forth for the Administrative Funding Agent in Section 12.2(a)(ii)), (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon Borrowing, signed by it, no later than 11:00 a.m. (New York time) (i) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Base Rate Loans and (ii) at least three (3) Business Days prior to in advance of the proposed day Funding Date, in the case of each a Borrowing of LIBOR Loans and (ii) a written LIBO Rate Loans. Such Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the proposed Borrowing will be of Base Rate Loans or LIBO Rate Loans, (iv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR LIBO Rate Loans, the requested LIBO Rate Interest Period, and (v) if instructions for the disbursement of the proceeds of the proposed Borrowing. Revolving Loans made on any Funding Date shall be in minimum amount of $500,000, other than Revolving Loans constituting (i) repayments of Swing Loans described in the first and second sentences of Section 2.02(b), (ii) refundings of Reimbursement Obligations, described in Section 2.03(e)(ii) and (iii) payments of fees and expenses described in Section 3.02(b)(iv). In lieu of delivering such Borrowing shall consist a Notice of LIBOR LoansBorrowing, the LIBOR Period to be initially applicable thereto and (vi) Borrower may give the number and location Funding Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.01(b), if it confirms such notice by delivery of the account Notice of Borrowing to which funds are to be disbursedthe Funding Agent promptly, but in no event later than 5:00 p.m. (New York time) on the same day. The Administrative Agent shall promptly give each Lender written notice Any Notice of Borrowing (or telephonic notice promptly confirmed in writinglieu thereof) 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. (bgiven pursuant to this Section 2.01(b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c)irrevocable. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), When the Borrower desires to borrow under this SECTION 2.1, it shall give the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent deliver to the Borrower (but initially the office set forth for the Administrative Payment and Disbursement Agent in Section 12.2(a)(ii))a Notice of Borrowing, signed by it (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to no later than 12:00 noon (New York time) on the Business Day immediately preceding the proposed Funding Date, in the case of 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 prior to in advance of the proposed day 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 each a Borrowing of LIBOR Loans Eurodollar Rate Loans, and (iiiv) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. no later than 11:00 a.m. (New York time) on the proposed day of at least four (4) Business Days before each Borrowing of ABR Eurodollar Rate Loans and Swingline Loansdenominated in an Alternative Currency. Each such Such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and Borrowing shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of 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 a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Eurodollar Rate Loans, the LIBOR Period to be initially applicable thereto requested Eurodollar Interest Period, and (vi) instructions for the number and location disbursement of the account proceeds of the proposed Borrowing. In lieu of delivering such a Notice of Borrowing (except with respect to which funds are 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 to be disbursedthe Payment and Disbursement Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. The Administrative Agent shall promptly give each Lender written notice Any Notice of Borrowing (or telephonic notice promptly confirmed in writinglieu thereof) 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. (bgiven pursuant to this SECTION 2.1(b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c)irrevocable. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request Subject to Section 2.1 hereof, each Borrowing other than a Revolving Credit Loan or Swingline Loan to Borrowing shall be made hereunder (other than Borrowings to repay Unpaid Drawings), upon the Borrower shall give the Administrative Agent at an office irrevocable request of the Administrative applicable Borrower by a facsimile to the Documentation Agent from time to time notified (which shall be confirmed promptly by a telephone call) in the form of a Notice of Borrowing, appropriately completed, which specifies the Project for which such Borrowing will be used, if any, or if such Borrowing is requested by the Administrative Kmart Borrower for other purposes shall so state, which facsimile must be received by the Documentation Agent prior to the Borrower 11:00 a.m. (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), New York City time) (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing requested borrowing date, in the case of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) two Business Days prior to the requested borrowing date, in the case of CD Rate Loans and (xiii) with respect to Revolving Credit Loans on the aggregate principal requested borrowing date, in the case of Reference Rate Loans, and shall specify: (i) the 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 Borrowing, which shall be in an aggregate minimum principal amount of Five Million Dollars ($100,000 5,000,000) or a whole multiple of $100,000 any amount in excess thereof (orfor any Project Loan, and shall be in each case, the remaining an aggregate minimum principal amount of the Revolving Credit Commitment Ten Million Dollars ($10,000,000) or the Swingline Commitment, as applicable), any multiple of Five Million Dollars (iii$5,000,000) in excess thereof for any Loan for other purposes; (ii) the date of requested Borrowing (Date, which shall be a Business Day), ; (iviii) in whether the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist is to be comprised of LIBOR Loans, CD Rate Loans or Reference Rate Loans; and (iv) if the LIBOR Period Borrowing is to be initially applicable thereto and (vi) comprised of LIBOR Loans or CD Rate Loans, the number and location duration of the account initial Interest Period applicable to which funds are such Loans. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any LIBOR Loans or CD Rate Loans, the applicable Borrxxxx xxxxx xx xxxmed to have elected an Interest Period of one month or 30 days, respectively; provided, however, that with respect to any Borrowing to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loansmade on the Closing Date, of such Lender’s proportionate share thereof and of the other matters covered by the related a Notice of BorrowingBorrowing shall be delivered to the Documentation Agent not later than 11:00 a.m. (New York City time) on the Closing Date (such Borrowing will consist of Swingline Rate Loans only). (b) Borrowings to reimburse Unpaid Drawings Upon receipt of the Notice of Borrowing, the Documentation Agent shall be made upon promptly notify each Bank thereof and of the notice specified in Section 3.4(c)amount of such Bank's share of the requested Borrowing based on such Bank's Pro Rata Share thereof. (c) Without in any way limiting Each Bank will make its share of each Borrowing available to the obligation Documentation Agent for the account of the applicable Borrower at the Documentation Agent's Payment Office specified on the signature page hereto or at such other address as the Documentation Agent shall hereafter specify to confirm the Banks by 2:00 p.m. (New York City time) on the borrowing date requested by the applicable Borrower by payment in writing Dollars and in funds immediately available to the Documentation Agent. Unless any notice it may give hereunder by telephoneapplicable condition specified in Sections 6.2 and 5.2 (if applicable) and Section 6.4 has not been satisfied, the Administrative proceeds of all such Loans will then be made available to the applicable Borrower by the Documentation Agent may act prior to receipt of written confirmation without liability upon at such office by crediting the basis account of such telephonic notice believed Borrower with the aggregate of the amounts made available to the Documentation Agent by the Administrative Banks and in like funds as received by the Documentation Agent. (d) After giving effect to any Borrowing, unless consented to by the Documentation Agent in good faith to its sole discretion, there shall not be from an Authorized Officer more than six (6) different Interest Periods in effect in respect of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record all LIBOR Loans then outstanding, and not more than twelve (12) Interest Periods in respect of the terms of any such telephonic noticeall Loans then outstanding.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), When the Borrower desires to borrow under this Section 2.1, it shall give deliver to the Administrative Agent at an office a Notice of the Administrative Agent from time to time notified Borrowing, signed by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it (i) no later than 11:00 a.m. (Boston time) on the Business Day immediately preceding the proposed Funding Date, in the case of a written Notice Borrowing of Borrowing Base Rate Loans and (or telephonic notice promptly confirmed in writingii) prior to 12:00 noon no later than 11:00 a.m. (New York Boston time) at least three (3) Business Days prior to in advance of the proposed day Funding Date, in the case of each a Borrowing of LIBOR Loans and (ii) a written Rate Loans. Such Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Base Rate Loans or LIBOR Rate Loans, (v) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Rate Loans, the requested LIBOR Interest Period to be initially applicable thereto and (vi) instructions for the number and location disbursement of the account proceeds of the proposed Borrowing. In lieu of delivering such a Notice of Borrowing (except with respect to which funds are to be disbursed. The a Borrowing of Loans on the Initial Funding Date), the Borrower may give the Administrative Agent shall promptly give each Lender written 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 to the Administrative Agent by facsimile transmission promptly, but in no event later than 12:00 noon (Boston time) on the same day. Any Notice of Borrowing (or telephonic notice promptly in lieu thereof, when properly confirmed in writingaccordance with this Section) 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. (bgiven pursuant to this Section 2.1(b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c)irrevocable. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan Whenever Borrower desires to be made hereunder (other than Borrowings to repay Unpaid Drawings)borrow under this Section 2.01, the Borrower shall give the Administrative Agent, at Wells Fargo Real Estate Group Disbursement Center, 2120 East Park Plxxx, Suite 100, El Segundo, California 90245, with x xxxx xx: Xxxxx Xxxxx Xxxx, X.X., 000 Xxxx Xxxxxx Xxxxx, Xxxte 2550, Chicago, Xxxxxois 60606, Attn: Acxxxxx Xxxxxxx, xx such other address as Agent at shall designate, 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 original or facsimile Notice of Borrowing no later than 10:00 A.M. (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York California time) at least ), not less than three (3) nor more than five (5) Business Days prior to the proposed day Funding Date of each Borrowing of LIBOR Loans and (ii) a written Loan. Each Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing Funding Date (which shall be a Business Day)) in respect of the Loan, (ivii) the amount of the proposed Loan, provided that the aggregate amount of such proposed Loan shall equal (A) in the case of Base Rate Loans, One Million Dollars ($1,000,000) or integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof, or (B) in the case of LIBOR Loans, One Million Dollars ($1,000,000) or integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof, and (iii) whether the Loan to be made thereunder will be a Revolving Credit Base Rate Loan or a LIBOR Loan and, if a LIBOR Loan, whether the Interest Period. Any Notice of Borrowing pursuant to this Section 2.01(b) shall be irrevocable. Each such Notice of Borrowing shall consist be accompanied by all reports or documents required to be delivered by Borrower to Agent or any Lender under this Agreement. Borrower may elect (A) so long as no Event of ABR Default has occurred and is continuing, to convert Base Rate Loans or any portion thereof into LIBOR Loans, (vB) if such Borrowing shall consist of to convert LIBOR Loans or any portion thereof into Base Rate Loans, or (C) so long as no Event of Default has occurred and is continuing, to continue any LIBOR Loans or any portion thereof for an additional Interest Period, provided, however, that the aggregate amount of Loans being continued as or converted into LIBOR Loans shall, in the aggregate, equal One Million Dollars ($1,000,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof. The applicable Interest Period for the continuation of any LIBOR Loan shall commence on the day on which the next preceding Interest Period expires. Each such election shall be made by giving Agent, at 2120 E. Park Place, Suite 100, El Segundo, California 90245, Attn: Jxxx Xxxxxxx-Xxxx, x Xxxxxx xx Xxxxxxxxxxxx/Xxxxxxxxxx xx 00:00 A.M. (Xxxxxxxxxx xxxx) on the date of a conversion to be initially applicable thereto a Base Rate Loan, or by 10:00 A.M. (California time) not less than three (3) nor more than five (5) Business Days prior to the date of a conversion to or continuation of a LIBOR Loan, specifying, in each case (1) whether a conversion or continuation is to occur, (2) the amount of the conversion or continuation, (3) the Interest Period therefor, in the case of a conversion to or continuation of a LIBOR Loan, and (vi4) the number and location date of the account to conversion or continuation (which funds are to date shall be disburseda Business Day). The Administrative Agent shall promptly give notify each Lender written notice Lender, but in any event within one (or telephonic notice promptly confirmed in writing1) Business Day after receipt of such notice, of its receipt of each proposed Borrowing such notice and the contents thereof. Notwithstanding anything to the contrary contained herein and subject to the default interest provisions contained in Section 2.03, if an Event of Revolving Credit Default occurs and as a result thereof the Commitments are terminated, all LIBOR Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and will convert to Base Rate Loans upon the expiration of the other matters covered applicable Interest Periods therefor or the date all Loans become due, whichever occurs first. Except as provided above, the conversion of a LIBOR Loan to a Base Rate Loan shall only occur on the last Business Day of the Interest Period relating to such LIBOR Loan. In the absence of an effective election by Borrower of a LIBOR Loan and Interest Period in accordance with the related Notice above procedures prior to the third (3rd) Business Day prior to the expiration of Borrowing. the then current Interest Period with respect to any LIBOR Loan, interest on such LIBOR Loan shall accrue at the interest rate then applicable to a LIBOR Loan for an Interest Period of thirty (b30) Borrowings days, effective immediately upon the expiration of the then-current Interest Period, without prejudice, however, to reimburse Unpaid Drawings the right of Borrower to elect a Base Rate Loan or a different Interest Period in accordance with the terms and provisions of this Agreement; provided, however, that if such continuation shall cause the number of LIBOR Loan tranches to exceed six (6), such LIBOR Loan shall be made upon the notice specified in Section 3.4(c)converted to a Base Rate Loan. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request The Borrower shall give the Administrative Agent at the Administrative Agent’s Office prior to 12:00 p.m. (New York City time) at least one Business Day’s prior written notice in the case of a #89847286v15 (b) Whenever the Borrower desires to incur Revolving Credit Loan or Swingline Loan to be made hereunder Loans (other than Borrowings borrowings to repay Unpaid Drawings), than 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))Agent’s Office, (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York timeCity Time) at least three (3) Business Days Days’ prior to the proposed day written notice of each Borrowing of LIBOR Loans that are Revolving Credit Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. 10:00 a.m. (New York City time) on the proposed day of each Business Day prior to such Borrowing prior written notice ofeach Borrowing of Revolving Credit Loans that are ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iA) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiB) the date of Borrowing (which shall be a Business Day), ) and (ivC) in whether the case of a Revolving Credit Loan, whether such respective Borrowing shall consist of ABR Loans or LIBOR LoansLoans that are Revolving Credit Loans and, (v) if such Borrowing shall consist of LIBOR Loans that are Revolving Credit Loans, the LIBOR Interest Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursedthereto. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof Revolving Credit Commitment Percentage thereof, of the identity of the Borrower, and of the other matters covered by the related Notice of Borrowing. (bc) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender written notice in the form of Exhibit J with a copy to the Administrative Agent of each Borrowing of Swingline Loans prior to 11:00 a.m. (New York City time) on the date of such Borrowing. Each such notice shall specify (x) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing and (y) the date of Borrowing (which shall be a Business Day). (d) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section. (e)Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c3.4(a). . (cf) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may shall give hereunder by telephonetelephone (which obligation is absolute), the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.2.4

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the 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)), prior written notice (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon 10:00 a.m. (New York time) at least (x) three (3) Business Days Days’ prior to the proposed day of each Borrowing of Initial Term Loans or (y) ten Business Days’ prior to each Borrowing of Delayed Draw Term Loans, in each case, which are to be initially LIBOR Rate Loans (or such shorter period as the Administrative Agent may agree in the case of the Borrowing of Term Loans on the Closing Date or in connection with any Incremental Facility), and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. 10:00 a.m. (New York time) on the proposed day of at least one Business Day prior to each Borrowing of ABR Term Loans and Swingline which are to be Index Rate Loans. Each such Such notice in the form of Exhibit N-1 (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.03(b), a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iA) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Term 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)made, (iiiB) the date of the Borrowing (which shall be a Business Day)be, (ivx) in the case of a Revolving Credit LoanInitial Term Loans, the Closing Date and (y) in the case of any Incremental Term Loans, and any Delayed Draw Term Loans, the applicable funding date for such tranche), (C) whether such Borrowing the Term Loans shall consist of ABR Index Rate Loans or and/or LIBOR LoansTerm Loans and, (v) if such Borrowing shall consist of the Term Loans are to include LIBOR Term Loans, the LIBOR Period to be initially applicable thereto thereto, and (viD) the number and location of the account to which funds are to be disbursedBorrower’s wire instructions. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Term Loans, of such LenderXxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Credit Loans hereunder (other than Borrowings to repay Unpaid Drawings under Letters of Credit), the Borrower shall give the Administrative Agent a Notice of Borrowing (i) prior to 10:00 a.m. (New York time) at least three Business Days prior to each Borrowing of LIBOR Revolving Credit Loans, and (ii) prior to 10:00 a.m. (New York time) on the requested Borrowing date for each Borrowing of Revolving Credit Loans which are to be Index Rate Loans to the extent that, after giving effect to such Revolving Credit Loan, the aggregate principal amount of the Revolving Credit Loans outstanding on such date does not exceed $2,500,000 and prior to 10.00 a.m. (New York time) at least three Business Days prior to the requested Borrowing date for each Borrowing of Revolving Credit Loans which are to be Index Rate Loans to the extent that, after giving effect to such Revolving Credit Loan, the aggregate principal amount of the Revolving Credit Loans outstanding on such date exceeds $2,500,000 . Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (A) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (B) the date of Borrowing (which shall be a Business Day), (C) whether the respective Borrowing shall consist of Index Rate Loans or LIBOR Revolving Credit Loans and, if LIBOR Revolving Credit Loans, the LIBOR Period to be initially applicable thereto, and (D) the Borrower’s wire instructions. The Administrative Agent shall promptly give each applicable Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans, of such Xxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. No Revolving Credit Loans shall be borrowed on the Closing Date. (b) Borrowings of Revolving Credit Loans to reimburse Unpaid Drawings under Letters of Credit shall be made upon the notice specified in Section 3.4(c3.04(a). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the The applicable 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)), Agent’s Office (i) a prior to 12:00 Noon (New York City time) at least three Business Days’ prior written Notice notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Term Loans if such Term Loans are to be initially LIBOR Loans denominated in Dollars and (ii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 noon Noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the proposed day date of each the Borrowing of Term Loans if such Term Loans are to be ABR Loans and Swingline Loans. Each such Such notice (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a “Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and ”) shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Term 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)made, (iiiii) the date of the Borrowing and (which iii) whether the Term Loans shall be a Business Day), consist of ABR Term Loans (iv) in the case of a Revolving Credit LoanLoans denominated in Dollars) and/or LIBOR Term Loans and, whether such Borrowing shall consist of ABR if the Term Loans or are to include LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Term Loans, the LIBOR Interest Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursedthereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each the proposed Borrowing of Revolving Credit Loans and/or Swingline Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Whenever the Parent Borrower desires to incur Revolving Credit Loans (other than Mandatory Borrowings or borrowings to reimburse repay Unpaid Drawings Drawings), it shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute at the Administrative Agent’s record Office, (i) prior to 12:00 Noon (New York City Time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Revolving Credit Loans denominated in Dollars, (ii) prior to 12:00 Noon (New York City time) at least four Business Days’ prior written notice (or telephone notice promptly confirmed in writing) of the terms Borrowing of any Revolving Credit Loans denominated in Alternative Currencies and (iii) prior to 10:00 a.m. (New York City time) on the date of such Borrowing prior written notice (or telephonic noticenotice promptly confirmed in writing) of each Borrowing of Revolving Credit Loans that are ABR Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall specify (i) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day) and (iii) whether the respective Borrowing shall consist of ABR Loans (in the case of Revolving Credit Loans denominated in Dollars) or LIBOR Revolving Credit Loans and, if LIBOR Revolving Credit Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans, of such Lender’s Revolving Credit Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) To request The Borrower shall give the Administrative Agent at the Administrative Agent’s Office prior to 12:00 p.m. (New York City time) at least one Business Day’s prior written notice in the case of a Revolving Credit Loan or Swingline Loan Borrowing of Tranche B-4-5 Term Loans to be made hereunder on the Amendment No. 79 Effective Date if such Tranche B-4-5 Term Loans are to be SOFR Loans or ABR Loans. Such notice (a “Notice of Borrowing”, each substantially in the form of Exhibit J) shall specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing (which shall be the Amendment No. 79 Effective Date) and (C) whether the Term Loans shall consist of ABR Loans and/or SOFR Loans and, if the Term Loans are to include SOFR Loans, the Interest Period to be initially applicable thereto. 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 SOFR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3(a) (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing. (b) [Reserved]. (c) Whenever the Borrower desires to incur Revolving Credit Loans (other than Borrowings 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))Agent’s Office, (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York City time) at least three (3) U.S. Government Securities Business Days Days’ prior to the proposed day written notice of each Borrowing of LIBOR SOFR Loans that are Revolving Credit Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 10:00 a.m. (New York City time) or, if agreed by the Administrative Agent, 2:00 p.m. (New York City time) on the proposed day of such Borrowing prior written notice of each Borrowing of Revolving Credit Loans that are ABR Loans and Swingline Loans. Each such notice (a “Notice of Borrowing”, each substantially in the form of Exhibit J), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iA) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiB) the date of Borrowing (which shall be a Business Day), ) and (ivC) in whether the case of a Revolving Credit Loan, whether such respective Borrowing shall consist of ABR Loans or LIBOR LoansSOFR Loans that are Revolving Credit Loans and, (v) if such Borrowing shall consist of LIBOR SOFR Loans that are Revolving Credit Loans, the LIBOR Interest Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursedthereto. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such LenderXxxxxx’s proportionate share thereof Revolving Credit Commitment Percentage thereof, of the identity of the Borrower, and of the other matters covered by the related Notice of Borrowing. (bd) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c3.4(a) or Section 3A.4(a), as applicable. (ce) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may shall give hereunder by telephonetelephone (which obligation is absolute), the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan Each Borrowing and each conversion of Loans from one Type to the other shall be made hereunder (other than Borrowings upon Borrower's irrevocable notice to repay Unpaid Drawings)Lender, the Borrower shall give the Administrative Agent at an office of the Administrative Agent from time to time notified which may be given by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (i) telephone or (ii) a written Notice of Borrowing (or Loan Notice; provided that any telephonic notice promptly must be confirmed in writing) prior immediately by delivery to 12:00 noon (New York time) at least the Lender of a Loan Notice. Each such notice must be received by the Lender not later than 11:00 a.m. three (3) Business Days prior to the proposed day requested date of each any Borrowing or continuation of or conversion to SOFR Loans and on the requested date of any Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Prime Rate Loans. Each such Notice telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Lender of Borrowinga written Loan Notice, except as otherwise expressly provided in Section 2.10, shall be irrevocable appropriately completed and shall specify (i) whether such Borrowing is to be signed by a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount Responsible Officer of the Revolving Credit Borrower. Each Borrowing of or conversion to SOFR 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 be, unless otherwise agreed by Lender, in an aggregate a principal amount of $100,000 500,000.00 or a whole multiple of $100,000 100,000.00 in excess thereof (or, in each caseconnection with any continuation or conversion of a Loan, if less, the remaining amount entire principal thereof then outstanding). Each Loan Notice (whether telephonic or written) shall specify (A) the applicable Facility and whether Borrower is requesting a Borrowing or 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 Revolving Credit Commitment Borrowing, conversion or the Swingline Commitmentcontinuation, as applicable), (iii) the date of Borrowing case may be (which shall be a Business Day), (ivC) in the case principal amount of a Revolving Credit LoanLoans to be borrowed, whether such Borrowing shall consist of ABR Loans converted or LIBOR Loanscontinued, (vD) if such Borrowing shall consist the Type of LIBOR Loans, the LIBOR Period Loans to be initially applicable thereto and (vi) the number and location of the account borrowed or to which funds existing Loans are to be disbursed. The Administrative Agent shall promptly give each Lender written notice converted, and (or telephonic notice promptly confirmed in writingE) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loanswith respect to any SOFR Loan, of such Lender’s proportionate share thereof and the duration of the other matters covered by Interest Period with respect thereto (i.e. one, three or six months). If Borrower fails to specify a Type of Loan in a Loan Notice then the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings applicable Loans shall be made upon as Prime Rate Loans. At the notice specified in Section 3.4(c). (c) Without in end of any way limiting the obligation Interest Period respecting a SOFR Loan such Loan shall be automatically continued as a SOFR Loan for an Interest Period of one month effective as of the last day of the Interest Period in effect for such Loan, unless an Event of Default exists or Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis timely requests a conversion of such telephonic notice believed by the Administrative Agent in good faith Loan to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right a Prime Rate Loan pursuant to dispute the Administrative Agent’s record of the terms of any such telephonic noticethis Section.

Notice of Borrowing. (a) To request a Whenever (I) the U.S. Borrower ------------------- desires to incur Loans under the A Term Loan Facility, the B Term Loan Facility, the C Term Loan Facility or the A Revolving Credit Loan or Facility (excluding Borrowings of A Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid DrawingsLoans and A RL Mandatory Borrowings), the Borrower it shall give the Administrative Agent at an office of the Administrative Agent from time its Notice Office, prior to time notified by the Administrative Agent to the Borrower 11:00 A.M. (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)New York time), (i) a at least three Business Days' prior written Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Eurodollar Loans and (ii) a at least one Business Day's prior written Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Base Rate Loans to be made hereunder and Swingline (II) a Borrower desires to incur B Revolving Loans, it shall give the Administrative Agent at its Notice Office prior to 11:00 A.M. (Local time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of B Revolving Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") shall, except as otherwise expressly provided in Section 2.101.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be irrevocable and shall in the form of Exhibit A-1, appropriately completed to specify (i) whether the Facility pursuant to which such Borrowing is to be a made and, in the case of B Revolving Credit Loan or Swingline LoanLoans, the Approved Currency for such Loans, (ii) (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 stated in the aggregate principal amount applicable Approved Currency in the case 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 B Revolving Credit Commitment or the Swingline Commitment, as applicableLoans), (iii) the date of such Borrowing (which shall be a Business Day), (iv) in the case of a Revolving Credit LoanU.S. Loans, whether such the respective Borrowing shall consist of ABR Base Rate Loans or LIBOR LoansEurodollar Loans and, (v) if such Borrowing shall consist of LIBOR Eurodollar Loans, the LIBOR Interest Period to be initially applicable thereto and (viv) in case of B Revolving Loans, the number and location of the account to which funds are Interest Period to be disbursedinitially applicable thereto. The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline LoansBorrowing, of such Lender’s Bank's proportionate share thereof thereof, if any, and of the other matters covered by the related Notice of Borrowing. (bi) Whenever (I) the U.S. Borrower desires to make a Borrowing of A Swingline Loans hereunder, it shall give BTCo not later than 12:00 Noon (New York time) on the day such A Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each A Swingline Loan to be made hereunder and (II) a Borrower desires to make a Borrowing of B Swingline Loans hereunder, it shall give BTCo not later than 12:00 Noon (Local time) on the day such B Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each B Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (w) whether such Borrowing shall consist of A Swingline Loans or B Swingline Loans and, in the case of B Swingline Loans, the Approved Currency therefor, (x) the date of such Borrowing (which shall be a Business Day), (y) the aggregate principal amount of the Swingline Loan to be made pursuant to such Borrowing (stated in the applicable Approved Currency in the case of B Swingline Loans) and (z) in the case of B Swingline Loans, the Interest Period to be initially applicable thereto. (ii) A RL Mandatory Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c1.01(C), with the U.S. Borrower irrevocably agreeing, by its incurrence of any A Swingline Loan, to the making of A RL Mandatory Borrowings as set forth in such Section. (iii) B RL Mandatory Borrowings shall be made upon the notice specified in Section 1.01(F), with each Borrower irrevocably agreeing, by its incurrence of any B Swingline Loan, to the making of B RL Mandatory Borrowings as set forth in such Section. (c) Without in any way limiting the obligation of the any Borrower to confirm in writing any telephonic notice it may give hereunder by telephonepermitted to be given hereunder, the Administrative Agent or BTCo (in the case of a Borrowing of Swingline Loans) or the respective Letter of Credit Issuer (in the case of Letters of Credit), as the case may act be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent Agent, BTCo or such Letter of Credit Issuer, as the case may be, in good faith to be from an Authorized Officer of the such Borrower. In each such case the case, each Borrower hereby waives the right to dispute the Administrative Agent’s 's, BTCo's or such Letter of Credit Issuer's record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan When the Borrowers desire to borrow under this Section 2.01, an irrevocable Notice of Borrowing shall be made hereunder (other than Borrowings delivered by Borrower Representative 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon no later than 11:00 a.m. (New York time) on the proposed Funding Date, in the case of a Borrowing of Floating Rate Loans, and at least three (3) Business Days prior to in advance of the proposed day Funding Date, in the case of each a Borrowing of LIBOR Loans and (ii) a written Fixed Rate Loans. Such Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Floating Rate Loans or Fixed Rate Loans and (v) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Fixed Rate Loans, the LIBOR Period to be initially applicable thereto and (vi) the number and location requested Interest Period. In lieu of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of delivering such Lender’s proportionate share thereof and of the other matters covered by the related a Notice of Borrowing. Borrowing (b) Borrowings except with respect to reimburse Unpaid Drawings shall be made upon a Borrowing on the notice specified in Section 3.4(cClosing Date). (c) Without in any way limiting the obligation of , the Borrower to confirm in writing any notice it Representative may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such irrevocable telephonic notice believed of any proposed Borrowing by 11:00 a.m. (New York time) on the day of the proposed Borrowing, in the case of a Borrowing of Floating Rate Loans, and at least three (3) Business Days in advance of the day of the proposed Borrowing, in the case of a Borrowing of Fixed Rate Loans, and shall confirm such notice by delivery of the Notice of Borrowing by telecopy to the Administrative Agent promptly, but in good faith to be from an Authorized Officer of no event later than 3:00 p.m. (New York time) on the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticesame day.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the The Borrower shall give the Administrative Agent at an office notice (a "Notice of Borrowing") in respect 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans, other than Swing Loans and Refunding Swing Loans, not later than 11:00 a.m. (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York Chicago, Illinois, time) on (x) the proposed day Business Day of each the Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether if such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Base Rate Borrowing and (y) with respect to Swingline Loans the aggregate principal amount third Business Day immediately preceding the date of Swingline Loans the Borrowing if such Borrowing is 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 Euro-Dollar Borrowing, specifying: (or, in each case, the remaining amount of the Revolving Credit Commitment or the Swingline Commitment, as applicable), (iiii) the date of Borrowing (such Borrowing, which shall be a Business Day), ; (ivii) what Type of Revolving Loans are to be borrowed and whether the Loans comprising such Borrowing are to bear interest initially at the Base Rate or a Euro-Dollar Rate; (iii) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR LoansEuro-Dollar Borrowing, the LIBOR duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period and in the case of a Base Rate Borrowing, the date, if any, on which such Revolving Loan will be initially applicable thereto and converted to a Euro-Dollar Loan; and (viiv) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, aggregate amount of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings The Borrower shall give the Swing Lender a Notice of Borrowing in respect of Swing Loans not later than 1:00 P.M. (Chicago time) on the date of Borrowing of such Swing Loans (which shall be made upon a Domestic Business Day), specifying the notice specified in Section 3.4(c)amount of such Borrowing. (c) Without Refunding Swing Loans shall be made on the notice provided in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticeSection 2.1(e).

Notice of Borrowing. (a) To request Whenever a Revolving Credit Loan Borrower desires to incur (i) Euro Rate Loans or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings)Bankers’ Acceptance Loans hereunder, the such 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) Office at least three (3) Business Days Days’ prior to the proposed day notice of each Borrowing Euro Rate Loan or Bankers’ Acceptance Loan to be incurred hereunder (or in the case of LIBOR Loans Australian Dollar Denominated Revolving Loans, at least four Business Day’s prior notice) and (ii) Base Rate Loans (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a written Mandatory Borrowing) or Canadian Prime Rate Loans (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing or to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in Schedule 1.01(b)) hereunder, such Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of Borrowing each Base Rate Loan or Canadian Prime Rate Loan to be incurred hereunder; provided that any such notice shall be deemed to have been given on a certain day only if given before (or telephonic notice promptly confirmed in writingx) prior to 1:00 p.m. 12:00 Noon (New York City time) on such day, in the proposed day case of each Borrowing of ABR U.S. Dollar Denominated Revolving Loans and Swingline Canadian Dollar Denominated Revolving Loans, and (y) 11:00 A.M. (New York City time) on such day, in the case of Australian Dollar Denominated Revolving Loans, Sterling Denominated Revolving Loans and Euro Denominated Revolving Loans. Each such 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: (i) whether the aggregate principal amount or Face Amount, as the case may be, of the Loans to be incurred pursuant to such Borrowing is to be a Revolving Credit Loan or Swingline Loan(stated in the Available Currency), (ii) (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 such Borrowing (which shall be a Business Day), (iii) in the case of a Borrowing of Revolving Loans, whether the Revolving Loans made pursuant to such Borrowing constitute Agent Advances (it being understood that the Administrative Agent shall be under no obligation to make such Agent Advance), (iv) in the case of a U.S. Dollar Denominated Revolving Credit LoanLoans, whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans, (v) in the case of Euro Rate Loans, the initial Interest Period to be applicable thereto, and (vi) in the case of Canadian Dollar Denominated Revolving Loans, whether the Revolving Loans being incurred pursuant to such Borrowing shall consist of ABR Canadian Prime Rate Loans or LIBOR LoansBankers’ Acceptance Loans and, (v) if such Borrowing shall consist of LIBOR Bankers’ Acceptance Loans, the LIBOR Period to be initially applicable thereto and term thereof (vi) which shall comply with the number and location requirements of Schedule 1.01(b)). Except in the account to which funds are to be disbursed. The case of Agent Advances, the Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing of Revolving Credit Loans and/or Swingline LoansBorrowing, of such Lender’s proportionate share thereof and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request Whenever a Borrower desires to borrow Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings)Loans under this Section 2.2, the such Borrower shall give the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent deliver to the Borrower Collateral Agent a written request substantially in the form of Exhibit D hereto (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))a "Notice of Borrowing") signed by an authorized officer of such Borrower, no later than (i) a written Notice of Borrowing 10:00 a.m. (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York Chicago, Illinois time) at least on the requested Funding Date, in the case of requests for Reference Rate Loans, or (ii) 10:00 a.m. (Chicago, Illinois time) three (3) Business Days prior to in advance of the proposed day requested Funding Date, in the case of each Borrowing of requests for LIBOR Loans and (ii) a written Loans. The Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior shall, with respect to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR any Revolving Loans and Swingline Loans. Each such Notice of Borrowingrequested, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing requested Funding Date (which shall be a Business Day), (ivii) in the case aggregate amount of a the requested Revolving Credit LoanLoans, (iii) whether such Borrowing shall consist of ABR the Revolving Loans requested are to be Reference Rate Loans or LIBOR Loans, (viv) if such Borrowing shall consist of the requested Revolving Loans are to be LIBOR Loans, the LIBOR Period to be initially applicable thereto requested Interest Period, and (viv) the number and location of the account to which funds the proceeds of such Revolving Loans are to be disbursedtransferred, which account shall be one of the accounts specified by the applicable Borrower pursuant to the first sentence of Section 2.2(c). The Administrative With respect to any request for Revolving Loans that are Reference Rate Loans, in lieu of delivering the above-described Notice of Borrowing the applicable Borrower may give the Collateral Agent shall promptly give each Lender written notice (or telephonic notice promptly of such request by the required time; provided, however, that such telephonic notice shall be confirmed in writingwriting by delivery to the Collateral Agent (A) immediately of each proposed a telecopy of a Notice of Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and which has been signed by an authorized officer of the other matters covered by the related applicable Borrower, and (B) promptly of a Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon Borrowing containing the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation original signature of an authorized officer of the applicable Borrower mailed by such Borrower to confirm the Collateral Agent via United States mail on the date such notice is given. In the event that the terms of any confirmatory Notice of Borrowing referred to in writing any the proviso contained in the immediately preceding sentence shall conflict with the telephonic notice with respect to which it may give hereunder by telephonewas delivered, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis terms of such telephonic notice believed by shall govern. Notwithstanding anything in this Section 2.2(b) to the Administrative Agent in good faith contrary, any Revolving Loans to be from an Authorized Officer of made to the Borrower. In each such case Borrowers on the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticeClosing Date shall initially be Reference Rate Loans.

Notice of Borrowing. (ai) To request Whenever Borrowers desire to make a Revolving Credit Loan or Swingline Loan to be made hereunder Borrowing under Section 2.1 (other than Borrowings a Borrowing resulting from a conversion or continuation pursuant to repay Unpaid DrawingsSection 3.1.2), the Borrower Borrowers shall give Agent notice of such Borrowing request in form satisfactory to Agent (a “Notice of Borrowing”). Such Notice of Borrowing shall be given by Borrower Representative at the Administrative Agent at an office of the Administrative designated by Agent from time to time notified by (a) no later than 12:00 noon on the Administrative Agent Business Day of the requested funding date of such Borrowing, in the case of Base Rate Loans, and (b) no later than 1:00 p.m. at least 3 Business Days prior to the Borrower (but initially requested funding date of such Borrowing, in the office set forth for case of LIBOR Loans. Notices received after such times shall be deemed received on the Administrative Agent next Business Day. The Revolver Loans made by each Lender on the Closing Date, if any, shall be in Section 12.2(a)(ii)), (i) a written excess of $250,000 and shall be made as Base Rate Loans and thereafter may be made or continued as or converted into Base Rate Loans or LIBOR Loans. Each Notice of Borrowing (or telephonic notice promptly confirmed in writingthereof) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iI) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiII) the date of Borrowing (which shall be a Business Day), (ivIII) in whether the case of a Revolving Credit Loan, whether such Borrowing shall is to consist of ABR Base Rate Loans or LIBOR Loans, (vIV) if such Borrowing shall consist in the case of LIBOR Loans, the LIBOR duration of the Interest Period to be initially applicable thereto thereto, (V) the applicable Borrower(s) (i.e. Gxxxxxx Sealing or the Excess Collateral Providers) on behalf of which such request is made, and (viVI) the number and location account of the account applicable Borrower to which funds the proceeds of such Borrowing are to be disbursed. The Administrative Agent shall promptly give each Lender written notice . (or telephonic notice promptly confirmed in writingii) Unless payment is otherwise timely made by Borrowers, the becoming due of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and any amount required to be paid with respect to any of the Obligations (whether as principal, accrued interest, fees or other matters covered by charges, including Extraordinary Expenses and LC Obligations, and any amounts owed to any Lender or any Affiliate of any Lender for Banking Relationship Debt) shall be deemed irrevocably to be a request (without any requirement for the related submission of a Notice of Borrowing) for Revolver Loans on the due date of, and in an aggregate amount required to pay, such Obligations, and the proceeds of such Revolver Loans may be disbursed by way of direct payment of the relevant Obligation and shall bear interest as Base Rate Loans unless and until such Loans are converted to LIBOR Loans in accordance with the terms of this Agreement. (biii) Borrowings If Borrowers elect to reimburse Unpaid Drawings establish a Controlled Disbursement Account with BofA or any Affiliate of BofA, then, at Agent’s election, the presentation for payment by BofA (or its Affiliate) of any check or other item of payment drawn on the Controlled Disbursement Account at a time when there are insufficient funds in such account to cover such check shall be made upon deemed irrevocably to be a request (without any requirement for the notice specified submission of a Notice of Borrowing) for Revolver Loans on the date of such presentation and in Section 3.4(c)an amount equal to the aggregate amount of the items presented for payment, and the proceeds of such Revolver Loans may be disbursed to the Controlled Disbursement Account and shall bear interest as Base Rate Loans. (civ) Without Neither Agent nor any Lender shall have any obligation to honor any deemed request for a Revolver Loan on or after the Commitment Termination Date or when an Out-of-Formula Condition exists (except as may be otherwise required by Agent pursuant to this Agreement) or would result therefrom or when any condition precedent in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticeSection 11 is not satisfied.

Notice of Borrowing. (a) To request a Revolving Credit Loan 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) Whenever a written Borrower desires that Lenders make Term Loans, US Revolving Loans, Multicurrency Revolving Loans or Offshore Revolving Loans, it shall deliver to Administrative Agent a Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to no later than 12:00 noon Noon (New York time) (w) at least one Business Day in advance of the proposed Funding Date, in the case of any Base Rate Loan, (x) at least two Business Days in advance of the proposed Funding Date, in the case of a B/A Discount Rate Loan, (y) at least three (3) Business Days prior to in advance of the proposed day Funding Date, in the case of each Borrowing a Eurocurrency Rate Loan (other than a Eurocurrency Rate Loan denominated in ADollars) or (z) at least four Business Days in advance of LIBOR Loans and (ii) the proposed Funding Date, in the case of a written Eurocurrency Rate Loan denominated in ADollars. The Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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), (iii1) the date of Borrowing proposed Funding Date (which shall be a Business Day), (iv2) in the case amount, currency and Type of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR the proposed Loans, (v3) whether such Loans are initially to consist of Base Rate Loans, Eurocurrency Rate Loans, B/A Discount Rate Loans, or a combination thereof, and (4) if such Borrowing shall consist of LIBOR Loans, or any portion thereof, are initially to be Eurocurrency Rate Loans or B/A Discount Rate Loans, the LIBOR Period amounts thereof and the initial Interest Periods therefor; and except as set forth in subsection 3.2B, 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 US Revolving Loans and Multicurrency Revolving Loans, if any, to be initially applicable thereto made on any Funding Date as Eurocurrency Rate Loans with a particular Interest Period shall be $10,000,000 and (vi) integral multiples of $1,000,000 in excess of that amount and the number minimum amount of Offshore Revolving Loans to be made on any Funding Date shall be as set forth in subsection 2.1C; and location provided further that, O-I Canada may not deliver a Notice of Borrowing requesting a Canadian Revolving Loan at any time a Canadian Overdraft Agreement is in effect. Notwithstanding anything in this Agreement to the contrary, no Lender shall make or be obligated to make a US Revolving Loan, a Multicurrency Revolving Loan or an Offshore Revolving Loan, as the case may be, if it shall have received notification of a delivery of a Loan Limitation Notice to a Borrower with respect to such US Revolving Loan, Multicurrency Revolving Loan or Offshore Revolving Loan from Administrative Agent on or prior to the first Business Day immediately preceding the proposed Funding Date for such US Revolving Loan, Multicurrency Revolving Loan or Offshore Revolving Loan. Term Loans, US Revolving Loans, Multicurrency Revolving Loans and Offshore Revolving Loans may be continued as or converted into Base Rate Loans, Eurocurrency Rate Loans or B/A Discount Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, a Borrower may give Administrative Agent irrevocable 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 account to which funds are to be disbursed. The requested Loans. (ii) Neither Administrative Agent nor any Lender shall promptly give each incur any liability to any Borrower in acting upon any telephonic notice referred to above which Administrative Agent or Lender, as the case may be, believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the relevant Borrower, as the case may be, or for otherwise acting in good faith under this subsection 2.1E, and upon funding of Loans by any Lender written in accordance with this Agreement pursuant to any such telephonic notice such Borrower shall have effected Loans hereunder. (iii) Except as provided in subsection 2.6D, a Notice of Borrowing for a Eurocurrency Rate Loan (or telephonic notice promptly confirmed in writinglieu thereof) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof shall be irrevocable on and of the other matters covered by after the related Interest Rate Determination Date, and the Borrower giving such notice shall be bound to make a borrowing in accordance therewith, unless such Borrower pays to Lenders such amounts as may be due under subsection 2.6D(iii) for failure of a borrowing of a Eurocurrency Rate Loan to occur on the date specified therefor in a Notice of Borrowing. Borrowing (b) Borrowings to reimburse Unpaid Drawings shall be made upon the or telephonic notice specified in Section 3.4(clieu thereof). (civ) Without Promptly after receipt of a Notice of Borrowing pursuant to this subsection 2.1E (or telephonic notice in lieu thereof) with respect to any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephoneUS Revolving Loan, the Multicurrency Revolving Loans or Offshore Revolving Loans, Administrative Agent may act prior (but shall not be obligated to) calculate whether, before and after giving effect to receipt the making of the relevant Loans: (A) the Total Utilization of Multicurrency Revolving Loan Commitments shall exceed (B) the Multicurrency Revolving Loan Commitments then in effect; the Total Utilization of Australian Revolving Loan Commitments shall exceed the Australian Revolving Loan Commitments then in effect; the Total Utilization of Dutch Revolving Loan Commitments shall exceed the Dutch Revolving Loan Commitments then in effect; the Total Utilization of Swiss Revolving Loan Commitments shall exceed the Swiss Revolving Loan Commitments then in effect; the Total Utilization of US Revolving Loan Commitments shall exceed the US Revolving Loan Commitments then in effect; and the Total Utilization of Canadian Revolving Loan Commitments shall exceed the Canadian Revolving Loan Commitments then in effect. In the event that Administrative Agent determines that any of the statements in clauses (1) through (5) is true or will be true after giving effect to the making of the relevant Loans, Administrative Agent shall deliver to each Borrower written confirmation without liability upon the basis notice (a “Loan Limitation Notice”) thereof, and shall notify each Lender promptly of its delivery of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. The Parent Borrower shall give the Administrative Agent at the Administrative Agent’s Office prior to 12:00 noon (aNew York City time) To request at least one Business Day’s prior written notice in the case of (x) a Revolving Credit Loan or Swingline Loan Borrowing of Initial Term Loans to be made hereunder on the Closing Date and (y) a Borrowing of Amendment No. 3 Term Loans to be made on the Amendment No. 3 Effective Date. Such notice (a “Notice of Borrowing”) shall specify (i) the aggregate principal amount of the Term Loans to be made, (ii) the date of the Borrowing (which shall be the Closing Date), (iii) whether the Term Loans shall consist of ABR Loans and/or Term SOFR Loans and, if the Term Loans are to include Term SOFR Loans, the Interest Period to be initially applicable thereto and (iv) the identity of the applicable Borrower. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Term SOFR Loan Borrowing and shall be made in Dollars. If no Interest Period with respect to any Borrowing of Term SOFR Loans or Eurocurrency Loans is specified in any such notice, then the Parent Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3(a) (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing. Whenever any Borrower desires to incur Revolving Credit Loans (other than Borrowings borrowings to repay Unpaid Drawings), the Parent 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))Agent’s Office, (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York timeCity Time) at least three (3) Business Days prior to the proposed day thereto of each Borrowing of LIBOR Term SOFR Loans and or Eurocurrency Loans that are Revolving Credit Loans denominated in Dollars or Euros, respectively, (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. 12:00 noon (New York City Time) at least four Business Days prior thereto of each Borrowing of Revolving Credit Loans denominated in Pounds Sterling and (iii) written notice prior to 12:00 noon (New York City time) on the proposed day Business Day of such Borrowing with respect to each Borrowing of Revolving Credit Loans that are ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iA) whether the applicable Borrower that desires to incur such Borrowing is to be a Revolving Credit Loan or Swingline LoanLoans, (iiB) (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)Borrowing, (iiiC) the date of such Borrowing (which shall be a Business Day), (ivD) the currency in which such Borrowing is to be made (if no currency is specified the case of a Revolving Credit LoanLoans shall be deemed to have been requested in Dollars), and (E) whether such Borrowing shall consist of ABR Loans or LIBOR LoansTerm SOFR Loans (in the case of Revolving Credit Loans denominated in Dollars), Eurocurrency Loans (vother than in the case of Revolving Credit Loans denominated in Dollars or Pounds Sterling) if such Borrowing shall consist or RFR Loans (in the case of LIBOR Revolving Credit Loans denominated in Pounds Sterling) and, in the case of Term SOFR Loans or Eurocurrency Loans that are Revolving Credit Loans, the LIBOR Interest Period to be initially applicable thereto thereto. If no election as to the Type of Borrowing is specified in any such notice with respect to Dollars, then the requested Borrowing shall be a Term SOFR Borrowing and (vi) shall be made in Dollars. If no Interest Period with respect to any Borrowing of Term SOFR Loans or Eurocurrency Loans is specified in any such notice, then the number and location Parent Borrower shall be deemed to have selected an Interest Period of the account to which funds are to be disbursedone month’s duration. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such LenderXxxxxx’s proportionate share thereof Revolving Credit Commitment Percentage thereof, of the identity of the Borrowers, and of the other matters covered by the related Notice of Borrowing. (b) . Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c3.4(a). (c) . Without in any way limiting the obligation of the Parent Borrower to confirm in writing any notice it may shall give hereunder by telephonetelephone (which obligation is absolute), the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Parent Borrower. In each such case Any written notice described in this Section 2.3 may be conditioned on the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms occurrence of any specified transaction and, if such telephonic noticespecified transaction does not occur as intended, such notice may be revoked or amended by the Parent Borrower.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), When the Borrower desires to borrow under ------------------- this Section 2.1, it shall give deliver to the Administrative Agent at an office a Notice of the Administrative Agent from time to time notified ----------- Borrowing, signed by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it (i) no later than 11:00 a.m. (Chicago time) on the Business Day immediately preceding the proposed Funding Date, in the case of a written Notice Borrowing of Borrowing Base Rate Loans and (or telephonic notice promptly confirmed in writingii) prior to 12:00 noon no later than 11:00 a.m. (New York Chicago time) at least three (3) Business Days prior to in advance of the proposed day Funding Date, in the case of each a Borrowing of LIBOR Loans and Eurodollar Rate Loans; provided, however, that no -------- ------- Borrowing may be made within less than five (ii5) a written Business Days after any given Borrowing. Such Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (v) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Eurodollar Rate Loans, the LIBOR requested Eurodollar Interest Period to be initially applicable thereto and (vi) instructions for the number and location disbursement of the account proceeds of the proposed Borrowing. In lieu of delivering such a Notice of Borrowing (except with respect to which funds are to be disbursed. The a Borrowing of Loans on the Initial Funding Date), the Borrower may give the Administrative Agent shall promptly give each Lender written 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 to the Administrative Agent by facsimile transmission promptly, but in no event later than 12:00 noon (Chicago time) on the same day. Any Notice of Borrowing (or telephonic notice promptly confirmed in writinglieu thereof) 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 Borrowinggiven pursuant to this Section 2.1(b) shall -------------- be irrevocable. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), When the Borrower desires to borrow under this Section 2.01, it shall give the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent deliver to the Borrower (but initially the office set forth for the Administrative Funding Agent in Section 12.2(a)(ii)), (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon Borrowing, signed by it, no later than 11:00 a.m. (New York time) (i) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Base Rate Loans, and (ii) at least three (3) Business Days prior to in advance of the proposed day Funding Date, in the case of each a Borrowing of LIBOR Loans and (ii) a written LIBO Rate Loans. Such Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the proposed Borrowing will be of Base Rate Loans or LIBO Rate Loans, (iv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR LIBO Rate Loans, the requested LIBO Rate Interest Period and (v) if instructions for the disbursement of the proceeds of the proposed Borrowing. Revolving Loans made on any Funding Date shall be in minimum amount of $500,000, other than Revolving Loans constituting (i) repayments of Swing Loans described in the first and second sentences of Section 2.02(b), (ii) refundings of Reimbursement Obligations described in Section 2.03(e)(ii) and (iii) payments of fees and expenses described in Section 3.02(b)(iv). In lieu of delivering such Borrowing shall consist a Notice of LIBOR LoansBorrowing, the LIBOR Period to be initially applicable thereto and (vi) Borrower may give the number and location Funding Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.01(b), if it confirms such notice by delivery of the account Notice of Borrowing to which funds are to be disbursedthe Funding Agent promptly, but in no event later than 5:00 p.m. (New York time) on the same day. The Administrative Agent shall promptly give each Lender written notice Any Notice of Borrowing (or telephonic notice promptly confirmed in writinglieu thereof) 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. (bgiven pursuant to this Section 2.01(b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c)irrevocable. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan Whenever the Borrower desires to be made hereunder incur Loans (other than Borrowings 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))Agent’s Office, (i) a prior to 12:00 p.m. (Houston, Texas time) at least three Business Days’ (or with respect to the initial Borrowing on the Closing Date, at least one Business Day’s) prior written Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of Loans if such Loans are to be initially LIBOR Loans and (ii) a prior to 12:00 p.m. (Houston, Texas time) at least one Business Day’s prior written Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of Loans that are to be ABR Loans and Swingline Loans. Each such Such notice (a “Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and ”) shall specify (iA) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiB) the date of the Borrowing (which shall be a Business Day), (ivC) in whether the case of a Revolving Credit Loan, whether such respective Borrowing shall consist of ABR Loans or and/or LIBOR LoansLoans and, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR Interest Period to be initially applicable thereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration), and (viD) the number Consolidated Cash Balance (without regard to the requested Borrowing) and location the pro forma Consolidated Cash Balance (giving effect to the requested Borrowing and the application of the account to which funds are to proceeds thereof) as of the end of the fifth Business Day after such requested Borrowing will be disbursedfunded. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such LenderXxxxxx’s proportionate share Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c3.4(a). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer Officer. (d) The making of each Notice of Borrowing shall be deemed to be a representation and warranty by the Borrower that as of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record end of the terms fifth Business Day after such requested Borrowing will be funded, after giving pro forma effect to the requested Borrowing and the application of any such telephonic noticethe proceeds thereof, the Consolidated Cash Balance shall not exceed $20,000,000.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the 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 notice not later than 10:00 a.m. (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York Chicago time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing and one Domestic Business Day before each Base Rate Borrowing, or (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 three Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying: (or, in each case, the remaining amount of the Revolving Credit Commitment or the Swingline Commitment, as applicable), (iiii) the date of Borrowing (such Borrowing, which shall be a Domestic Business Day)Day in the case of a Base Rate Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (ii) the aggregate amount of such Borrowing, (iii) whether the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans, and (iv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR LoansEuro-Dollar Borrowing, the LIBOR Period to be initially applicable thereto and (vi) the number and location duration of the account Interest Period applicable thereto, subject to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and the provisions of the other matters covered by the related Notice definition of BorrowingInterest Period. (b) Borrowings Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to reimburse Unpaid Drawings have Letters of Credit (each, a "LETTER OF CREDIT") issued, or to have Letters of Credit issued on behalf of a Subsidiary, hereunder no later than 10:00 a.m., Chicago time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be made a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than the Maturity Date or twelve (12) months after the issuance of such Letter of Credit, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon the which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of may be revoked telephonically by the Borrower to confirm in writing any notice it may give hereunder by telephone, the applicable Fronting Bank and the Administrative Agent may act any time prior to receipt the date of written confirmation without liability upon issuance of the basis Letter of Credit by the applicable Fronting Bank, provided such telephonic notice believed revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. Notwithstanding anything contained herein to the contrary, the Borrower shall complete and deliver to the Fronting Bank any required documentation in good faith connection with any requested Letter of Credit no later than two (2) Domestic Business Days prior to the issuance thereof. No later than 10:00 a.m., Chicago time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be from an Authorized Officer presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record Letter of the terms of any such telephonic notice.Credit

Notice of Borrowing. Section 2.2(a) of the Agreement is amended by deleting Section 2.2(a) in its entirety and substituting, in lieu thereof, the following Section 2.2(a): (a) To request a Revolving Credit Loan The Borrower, for itself or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings)as agent for FIFL, 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three four Business Days’ prior written notice (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such “Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i”) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount Agent 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 Borrowing (which shall be a Business DayDay during the Commitment Period) of each proposed borrowing hereunder (the “Borrowing Date”). Such notice shall specify (subject to the provisions of this Agreement) (i) the Borrowing Date, (ii) the total amount of the proposed borrowing, expressed in Dollars, which shall be in a minimum amount of $500,000 if a Base Rate (US) Loan and $500,000 if a Libor Loan (or, if greater, in integral multiples of $100,000 in each case) provided that the aggregate principal amount of such borrowing must equal or be less than the Unutilized Revolving Commitments (after giving effect to all other Notices of Borrowings for Revolving Credit Loans and Issuance Requests pending at such time) at such time, (iii) whether such borrowing is by the Borrower or FIFL (iv) in the case Type of a Revolving Credit Loan, whether Loan which such Borrowing shall consist of ABR Loans or LIBOR Loansborrowing will initially be, (v) whether such Loan will be a Libor Loan or a Base Rate (US) Loan and, if such Borrowing shall consist of LIBOR Loansa Libor Loan, the LIBOR requested Interest Period to be initially applicable thereto and therefor, (vi) [intentionally deleted], and (vii) [intentionally deleted]. Notwithstanding the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice foregoing, however, Base Rate (or telephonic notice promptly confirmed in writingUS) 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. (b) Borrowings to reimburse Unpaid Drawings shall may be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of two Business Days’ telephone notice, Closing Office Time, by the Borrower to confirm the Agent (confirmed as soon as possible thereafter in writing any notice it may give hereunder writing). Unless otherwise agreed to by telephonethe Agent and the Borrower, the Administrative Agent may act prior to receipt Notice of written confirmation without liability upon Borrowing for all Loans after the basis Closing Date shall be substantially in the form of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticeExhibit A hereto.

Notice of Borrowing. (a) To request a Whenever (I) the U.S. Borrower desires to incur Loans under the A Term Loan Facility, the B Term Loan Facility, the C Term Loan Facility or the A Revolving Credit Loan or Facility (excluding Borrowings of A Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid DrawingsLoans and A RL Mandatory Borrowings), the Borrower it shall give the Administrative Agent at an office of the Administrative Agent from time its Notice Office, prior to time notified by the Administrative Agent to the Borrower 11:00 A.M. (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)New York time), (i) a at least three Business Days' prior written Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Eurodollar Loans and (ii) a at least one Business Day's prior written Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Base Rate Loans to be made hereunder and Swingline (II) a Borrower desires to incur B Revolving Loans, it shall give the Administrative Agent at its Notice Office prior to 11:00 A.M. (Local time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of B Revolving Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") shall, except as otherwise expressly provided in Section 2.101.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be irrevocable and shall in the form of Exhibit A-1, appropriately completed to specify (i) whether the Facility pursuant to which such Borrowing is to be a made and, in the case of B Revolving Credit Loan or Swingline LoanLoans, the Approved Currency for such Loans, (ii) (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 stated in the aggregate principal amount applicable Approved Currency in the case 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 B Revolving Credit Commitment or the Swingline Commitment, as applicableLoans), (iii) the date of such Borrowing (which shall be a Business Day), (iv) in the case of a Revolving Credit LoanU.S. Loans, whether such the respective Borrowing shall consist of ABR Base Rate Loans or LIBOR LoansEurodollar Loans and, (v) if such Borrowing shall consist of LIBOR Eurodollar Loans, the LIBOR Interest Period to be initially applicable thereto and (viv) in case of B Revolving Loans, the number and location of the account to which funds are Interest Period to be disbursedinitially applicable thereto. The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline LoansBorrowing, of such Lender’s Bank's proportionate share thereof thereof, if any, and of the other matters covered by the related Notice of Borrowing. (bi) Whenever (I) the U.S. Borrower desires to make a Borrowing of A Swingline Loans hereunder, it shall give BTCo not later than 12:00 Noon (New York time) on the day such A Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each A Swingline Loan to be made hereunder and (II) a Borrower desires to make a Borrowing of B Swingline Loans hereunder, it shall give BTCo not later than 12:00 Noon (Local time) on the day such B Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each B Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (w) whether such Borrowing shall consist of A Swingline Loans or B Swingline Loans and, in the case of B Swingline Loans, the Approved Currency therefor, (x) the date of such Borrowing (which shall be a Business Day), (y) the aggregate principal amount of the Swingline Loan to be made pursuant to such Borrowing (stated in the applicable Approved Currency in the case of B Swingline Loans) and (z) in the case of B Swingline Loans, the Interest Period to be initially applicable thereto. (ii) A RL Mandatory Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c1.01(C), with the U.S. Borrower irrevocably agreeing, by its incurrence of any A Swingline Loan, to the making of A RL Mandatory Borrowings as set forth in such Section. (iii) B RL Mandatory Borrowings shall be made upon the notice specified in Section 1.01(F), with each Borrower irrevocably agreeing, by its incurrence of any B Swingline Loan, to the making of B RL Mandatory Borrowings as set forth in such Section. (c) Without in any way limiting the obligation of the any Borrower to confirm in writing any telephonic notice it may give hereunder by telephonepermitted to be given hereunder, the Administrative Agent or BTCo (in the case of a Borrowing of Swingline Loans) or the respective Letter of Credit Issuer (in the case of Letters of Credit), as the case may act be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent Agent, BTCo or such Letter of Credit Issuer, as the case may be, in good faith to be from an Authorized Officer of the such Borrower. In each such case the case, each Borrower hereby waives the right to dispute the Administrative Agent’s 's, BTCo's or such Letter of Credit Issuer's record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request When a Revolving Credit Loan or Swingline Loan Borrower desires to be made hereunder (other than Borrowings borrow under this ------------------- Section 2.02, it shall deliver to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at an office irrevocable Notice ------------ of the Administrative Agent from time to time notified Borrowing, signed by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))it, (ix) on the Merger Funding Date, in the case of a written Notice Borrowing of Revolving Loans on the Merger Funding Date and (y) in the case of a Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon 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 and (II) at least three (3) Business Days prior to in advance of the proposed day Revolving Loan Funding Date, in the case of each a Borrowing of LIBOR Loans and (ii) a written Eurodollar Rate Loans. Such Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (ivii) the aggregate amount of the proposed Borrowing, (iii) in the case of a Revolving Credit LoanBorrowing by more than one Borrower, the amount of the proposed Borrowing allocable to each such Borrower, (iv) whether such the proposed Borrowing shall consist will be of ABR Base Rate Loans or LIBOR Eurodollar Rate Loans, (v) if such Borrowing shall consist in the case of LIBOR Eurodollar Rate Loans, the LIBOR requested Eurodollar Interest Period to be initially applicable thereto and (vi) instructions for the number and location disbursement of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and proceeds of the other matters covered by the related proposed Borrowing. In lieu of delivering such a Notice of Borrowing. Borrowing (b) Borrowings except with respect to reimburse Unpaid Drawings shall be made upon a Borrowing on the notice specified in Section 3.4(cMerger Funding Date). (c) Without in any way limiting , the obligation of the applicable Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such irrevocable telephonic notice believed of any proposed Borrowing by the time required for Notices of Borrowing under this Section 2.02(b) and shall confirm such notice by delivery of the --------------- Notice of Borrowing by telecopy to the Administrative Agent promptly, but in good faith no event later than 3:00 p.m. (New York time) on the same day. The Revolving Loans made on the Merger Funding Date shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 4.01(c) and subject to be from an Authorized Officer of the Borrowerconditions --------------- and limitations therein set forth and set forth in Section 4.02. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.------------

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), When the Borrower desires to borrow ------------------- under this Section 2.3, it shall give the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent deliver to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))a Notice of ----------- Borrowing, signed by it, (i) on the Acquisition Facility Closing Date, in the case of a written Notice Borrowing of Acquisition Facility Revolving Loans on the Acquisition Facility Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Acquisition Facility Closing Date and (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York timeB) at least three (3) Business Days prior to in advance of the proposed day Funding Date, in the case of each a Borrowing of LIBOR Eurodollar Rate Loans and (ii) a written after the Closing Date. Such Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Acquisition Facility Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Eurodollar Rate Loans, the LIBOR requested Eurodollar Interest Period to be initially applicable thereto and (vi) instructions for the number and location disbursement of the account to which funds are to be disbursedproceeds of the proposed Borrowing. The Administrative Agent Acquisition Facility Revolving Loans made on the Acquisition Facility Closing Date shall promptly give each Lender written notice (initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline converted into Eurodollar Rate Loans, of such Lender’s proportionate share thereof and of in the other matters covered by the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified manner provided in Section 3.4(c). (c5.1(c) Without and subject to the conditions therein set forth and in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.--------------

Notice of Borrowing. (a) To request a Revolving Credit Loan 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) Whenever a written Borrower desires that Lenders make Term Loans, Revolving Loans or Offshore Revolving Loans, it shall deliver to Administrative Agent a Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to no later than 12:00 noon Noon (New York time) (w) at least one Business Day in advance of the proposed Funding Date, in the case of any Base Rate Loan, (x) at least two Business Days in advance of the proposed Funding Date, in the case of a B/A Discount Rate Loan, (y) at least three (3) Business Days prior to in advance of the proposed day Funding Date, in the case of each Borrowing a Eurocurrency Rate Loan (other than a Eurocurrency Rate Loan denominated in ADollars) or (z) at least four Business Days in advance of LIBOR Loans and (ii) the proposed Funding Date, in the case of a written Eurocurrency Rate Loan denominated in ADollars. The Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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), (iii1) the date of Borrowing proposed Funding Date (which shall be a Business Day), (iv2) in the case amount, currency and Type of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR the proposed Loans, (v3) whether such Loans are initially to consist of Base Rate Loans, Eurocurrency Rate Loans, B/A Discount Rate Loans, or a combination thereof, and (4) if such Borrowing shall consist of LIBOR Loans, or any portion thereof, are initially to be Eurocurrency Rate Loans or B/A Discount Rate Loans, the LIBOR Period amounts thereof and the initial Interest Periods therefor; and except as set forth in subsection 3.2B, 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 Revolving Loans, if any, to be initially applicable thereto made on any Funding Date as Eurocurrency Rate Loans with a particular Interest Period shall be $10,000,000 and (vi) integral multiples of $1,000,000 in excess of that amount and the number minimum amount of Offshore Revolving Loans to be made on any Funding Date shall be as set forth in subsection 2.1C; and location provided further that, O-I Canada may not deliver a Notice of Borrowing requesting a Canadian Revolving Loan at any time a Canadian Overdraft Agreement is in effect. Notwithstanding anything in this Agreement to the contrary, no Lender shall make or be obligated to make a Revolving Loan or an Offshore Revolving Loan if it shall have received notification of a delivery of a Loan Limitation Notice to a Borrower with respect to such Revolving Loan or Offshore Revolving Loan from Administrative Agent on or prior to the first Business Day immediately preceding the proposed Funding Date for such Revolving Loan or Offshore Revolving Loan. Term Loans, Revolving Loans and Offshore Revolving Loans may be continued as or converted into Base Rate Loans, Eurocurrency Rate Loans or B/A Discount Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, a Borrower may give Administrative Agent irrevocable 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 account to which funds are to be disbursed. The requested Loans. (ii) Neither Administrative Agent nor any Lender shall promptly give each incur any liability to any Borrower in acting upon any telephonic notice referred to above which Administrative Agent or Lender, as the case may be, believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the relevant Borrower, as the case may be, or for otherwise acting in good faith under this subsection 2.1E, and upon funding of Loans by any Lender written in accordance with this Agreement pursuant to any such telephonic notice such Borrower shall have effected Loans hereunder. (iii) Except as provided in subsection 2.6D, a Notice of Borrowing for a Eurocurrency Rate Loan (or telephonic notice promptly confirmed in writinglieu thereof) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof shall be irrevocable on and of the other matters covered by after the related Interest Rate Determination Date, and the Borrower giving such notice shall be bound to make a borrowing in accordance therewith, unless such Borrower pays to Lenders such amounts as may be due under subsection 2.6D(iii) for failure of a borrowing of a Eurocurrency Rate Loan to occur on the date specified therefor in a Notice of Borrowing. Borrowing (b) Borrowings to reimburse Unpaid Drawings shall be made upon the or telephonic notice specified in Section 3.4(clieu thereof). (civ) Without Promptly after receipt of a Notice of Borrowing pursuant to this subsection 2.1E (or telephonic notice in lieu thereof) with respect to any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephoneRevolving Loans or Offshore Revolving Loans, the Administrative Agent may act prior (but shall not be obligated to) calculate whether, before and after giving effect to receipt the making of the relevant Loans: (1) (A) the Total Utilization of Revolving Loan Commitments shall exceed (B) the Revolving Loan Commitments then in effect; (2) the Total Utilization of Australian Revolving Loan Commitments shall exceed the Australian Revolving Loan Commitments then in effect; (3) the Total Utilization of Dutch Revolving Loan Commitments shall exceed the Dutch Revolving Loan Commitments then in effect; (4) the Total Utilization of Swiss Revolving Loan Commitments shall exceed the Swiss Revolving Loan Commitments then in effect; and (5) the Total Utilization of Canadian Revolving Loan Commitments shall exceed the Canadian Revolving Loan Commitments then in effect. In the event that Administrative Agent determines that any of the statements in clauses (1) through (5) is true or will be true after giving effect to the making of the relevant Loans, Administrative Agent shall deliver to each Borrower written confirmation without liability upon the basis notice (a “Loan Limitation Notice”) thereof, and shall notify each Lender promptly of its delivery of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request Whenever Borrowers desire funding of a Revolving Credit Loan or Swingline Loan to Borrowing of any Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be made hereunder received by Agent no later than 1:00 p.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans and Daily SOFR Loans (other than Borrowings to repay Unpaid DrawingsAlternate Swingline Loans), 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 and (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York timeii) at least three (3) Business Days prior to the proposed day requested funding date, in the case of each Borrowing of LIBOR Loans and (ii) a written Alternate Swingline Loans. Notices received after 1:00 p.m. shall be deemed received on the next Business Day. Each Notice of Borrowing (or including any telephonic notice promptly confirmed in writingthereof, any notice given via electronic mail and any notice submitted through Agent's website) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iA) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiB) the requested funding date of Borrowing (which shall must be a Business Day), (ivC) in whether the case Borrowing is of a Revolving Credit Loan, whether Revolver Loans or FILO Loans; provided that such Borrowing shall consist be Revolver Loans unless the outstanding principal amount of ABR FILO Loans or LIBOR is less than the FILO Maximum Amount, in which case up to an amount equal to the FILO Maximum Amount minus the outstanding principal amount of FILO Loans of such Loans shall be FILO Loans, and the remaining amount of such Loans shall be Revolver Loans, (vD) whether the Borrowing is to be made as Base Rate Loans or Daily SOFR Loans, (E) whether such Loan is a General Revolver Loan or a Distribution Revolver Loan, and (F) if such Borrowing shall consist of LIBOR LoansLoan is to be a General Revolver Loan and is to be funded as a Swingline Loan in an Alternate Currency, the LIBOR Period Alternate Currency in which such Loan is to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursedfunded. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly 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. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.​ ​ AMERICAS/2024146412.5 ​

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan When the Borrowers desire to borrow under this Section 2.01, an irrevocable Notice of Borrowing shall be made hereunder (other than Borrowings delivered 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon no later than 11:00 a.m. (New York time) on the proposed Funding Date, in the case of a Borrowing of Floating Rate Loans, and at least three (3) Business Days prior to in advance of the proposed day Funding Date, in the case of each a Borrowing of LIBOR Loans and (ii) a written Fixed Rate Loans. Such Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Floating Rate Loans or Fixed Rate Loans and (v) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Fixed Rate Loans, the LIBOR Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursedrequested Interest Period. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly 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 Any Notice of Borrowing. (bBorrowing delivered pursuant to this Section 2.01(b) Borrowings to reimburse Unpaid Drawings shall be made upon deemed to constitute a Notice of Borrowing under Section 2.02. In lieu of delivering such a Notice of Borrowing (except with respect to a Borrowing on the notice specified in Section 3.4(cClosing Date). (c) Without in any way limiting , the obligation of the Borrower to confirm in writing any notice it Borrowers may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such irrevocable telephonic notice believed of any proposed Borrowing by 11:00 a.m. (New York time) on the day of the proposed Borrowing, in the case of a Borrowing of Floating Rate Loans, and at least three (3) Business Days in advance of the day of the proposed Borrowing, in the case of a Borrowing of Fixed Rate Loans, and shall confirm such notice by delivery of the Notice of Borrowing by telecopy to the Administrative Agent promptly, but in good faith to be from an Authorized Officer of no event later than 3:00 p.m. (New York time) on the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticesame day.

Notice of Borrowing. (a) To request Whenever a Borrower desires to incur Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings)Loans, the such Borrower shall give the Administrative Agent at an office deliver a notice 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 of Borrowing borrowing (or provide telephonic notice thereof, promptly confirmed in writing) prior to 12:00 noon the Agent (i) in the case of a LIBOR Loan, no later than 11:00 a.m. (prevailing New York timeTime) on the date that is at least three two (32) LIBOR Business Days prior to the date of the proposed day of each Borrowing of LIBOR Loans Revolving Credit Loan and (ii) in the case of a written Notice of Borrowing Base Rate Loan, no later than 10:00 a.m. (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (prevailing New York timeTime) on the date of the proposed day of each Borrowing of ABR Loans and Swingline LoansLoan. Each such notice of borrowing (a “Notice of Borrowing, except as otherwise expressly provided ”) shall be substantially in Section 2.10, the form of EXHIBIT C hereto and shall be irrevocable and shall specify (i) whether such Borrowing is to be a the principal amount of the proposed Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Availability as of the date of the funding of the proposed 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)Loan, (iii) the date of Borrowing funding of the proposed Revolving Credit Loan (which shall be a Business Day or a LIBOR Business Day, as applicable), (iv) the Type of Revolving Credit Loan proposed, and (v) in the case of a proposed Revolving Credit Loan in the form of a LIBOR Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disburseddesired Interest Period. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline LoansLoan, of such Lender’s proportionate share Pro Rata Share thereof and of the other matters covered by the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) . Without in any way limiting the obligation of the Borrower Borrowers to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation confirmation, without liability liability, upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized a Responsible Officer, or from any other person designated in writing to the Agent by a Responsible Officer as a person entitled to give telephonic notices under this Agreement on behalf of the BorrowerBorrowers. In each such case the case, each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan Subject to be made hereunder (other than Borrowings subsection 2.1A, whenever Company desires to repay Unpaid Drawings)borrow under this subsection 2.1, the Borrower Company shall give the deliver to 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 of Borrowing (i) no later than 11:00 A.M. (New York time) on the proposed Funding Date (in the case of a requested Base Rate Loan) or telephonic notice promptly confirmed in writing(ii) prior to 12:00 noon no later than 11:00 A.M. (New York time) at least three (3) Business Days prior to (in the case of a requested Eurodollar Rate Loan) in advance of the proposed day of each Borrowing of LIBOR Loans and (ii) a written Funding Date. The Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Loans, (iii) in the case of any Loans requested to be made prior to the earlier to occur of (x) the date which is ninety (90) days after the Closing Date or (y) the date on which Administrative Agent notifies Company that the primary syndication period for the Loans has been completed, that such Loans shall initially be Base Rate Loans or Eurodollar Rate Loans which have Interest Periods of one month, (iv) in the case of a Revolving Credit LoanLoans requested to be made thereafter, whether such Borrowing shall Loans are initially to consist of ABR Base Rate Loans or LIBOR LoansEurodollar Rate Loans or a combination thereof, and (v) if such Borrowing shall consist of LIBOR Loans, or any portion thereof, are initially to be Eurodollar Rate Loans, the LIBOR Period to amounts thereof and the initial Interest Periods therefor. Loans made as Base Rate Loans shall be initially applicable thereto in an aggregate minimum amount of $1,000,000 and integral multiples of $250,000 in excess of that amount; Loans made as Eurodollar Rate Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. Loans may be continued as or converted into Base Rate Loans or Eurodollar Rate Loans in the manner provided in subsection 2.2D; provided that the Loans made during the period from and including the Closing Date and ending on the earlier of (vix) the number and location date which is ninety (90) days after the Closing Date or (y) the date on which the Administrative Agent notifies the Company that the primary syndication period for the Loans has been completed, may not be converted other than into Base Rate Loans or Eurodollar Rate Loans with an Interest Period of one month. 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 account to which funds are to be disbursedrequested Loans. The Neither Administrative Agent nor any Lender shall promptly give each Lender written incur any liability to Company 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 Company or for otherwise acting in good faith under this subsection 2.1B and, upon funding of Loans by Lenders in accordance with this Agreement pursuant to any telephonic notice, Company shall have effected Loans hereunder. Except as provided in subsection 2.6D, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice promptly confirmed in writinglieu thereof) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof shall be irrevocable on and of the other matters covered by after the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings Interest Rate Determination Date, and Company shall be made upon the notice specified bound to make a borrowing in Section 3.4(c)accordance therewith. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Whenever the Borrower desires to incur Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings)Loans, 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 prior written Notice of Borrowing notice (or a telephonic notice promptly confirmed in writing) of such proposed Borrowing to the Administrative Agent at the Administrative Agent’s Office, (i) prior to 12:00 noon (New York time) 2:00 p.m. at least three (3) U.S. Government Securities Business Days prior to the proposed day date of each Borrowing of LIBOR Revolving Credit Loans if all or any of such Revolving Credit Loans are to be initially SOFR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the date of the proposed day Borrowing of each Borrowing of Revolving Credit Loans if all or any of such Revolving Credit Loans are to be ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and Borrowing shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiii) the date of the Borrowing (which shall be a Business Day), and (iviii) in whether the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) Term SOFR Loans and/or Daily Simple SOFR Loans and, if such Borrowing shall consist of LIBOR SOFR Loans, the LIBOR Interest Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursedthereto. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such LenderXxxxxx’s proportionate share Revolving Credit Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the The Borrower shall give the Administrative Agent a Notice of Borrowing for Term Loans (i) with respect to any proposed Borrowing of Term Loans on the Closing Date, prior to 1:00 p.m. (New York time) at an office of least one (1) Business Day (or such shorter period as 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 of Borrowing (or telephonic notice promptly confirmed in writingmay agree) prior to 12:00 noon each Borrowing of Term Loans, which are to be initially Term SOFR Loans, (ii) with respect to any proposed Borrowing of Term Loans after the Closing Date, prior to 1:00 p.m. (New York time) at least three (3) Business Days (or such shorter period as the Administrative Agent may agree) prior to the proposed day of each Borrowing of LIBOR Loans Term Loans, which are to be initially Term SOFR Loans, and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writingiii) prior to 1:00 p.m. 12:00 noon (New York time) on at least one (1) Business Day prior to the proposed day date of each Borrowing of Term Loans which are to be ABR Loans and Swingline Loans. Each such Notice of Borrowing, except Except as otherwise expressly provided in Section 2.10, each Notice of Borrowing shall be irrevocable and shall specify (iA) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Term 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)made, (iiiB) the date of Borrowing Funding Date (which shall be a Business Day)be, (iv) in the case of a Revolving Credit LoanTerm Loans, the Closing Date), (C) whether such Borrowing the Term Loans shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and/or Term SOFR Loans and (viD) Borrower’s wire instructions; provided, that such Notice of Borrowing may be conditioned on the number and location occurrence of the account to which funds are to be disbursedClosing Date. The Administrative Agent shall promptly give each applicable Term Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Term Loans, of such Term Lender’s proportionate share Pro Rata Share thereof and of the other matters covered by the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan Whenever the Borrower desires to be made hereunder incur DIP Loans (other than Borrowings to repay Unpaid DrawingsDrawings or the deemed funding of the Roll-Up Loans pursuant to Section 2.1(b)), 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))Agent’s Office, (i) prior to 1:00 p.m. (Dallas, Texas time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of DIP Loans if such DIP Loans are to be initially LIBOR DIP Loans (or prior to 9:00 a.m. (Dallas, Texas time) one Business Day prior written notice in the case of a Borrowing of DIP Loans to be made on the Closing Date initially as LIBOR DIP Loans) and (ii) written Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York Dallas, Texas time) at least three (3) Business Days prior to on the proposed day date of each Borrowing of LIBOR DIP Loans and (ii) a written that are to be ABR DIP Loans. Such Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iA) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit DIP 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)Borrowing, (iiiB) the date of the Borrowing (which shall be a Business Day), (ivC) in whether the case of a Revolving Credit Loan, whether such respective Borrowing shall consist of ABR DIP Loans or and/or LIBOR LoansDIP Loans and, (v) if such Borrowing shall consist of LIBOR DIP Loans, the LIBOR Interest Period to be initially applicable thereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration), (D) that the conditions set forth in Section 7 are satisfied and (viE) that the number and location proposed use of proceeds thereof is for Budgeted Expenses in compliance with the account to which funds are to be disbursedDIP Budget. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline DIP Loans, of such Lender’s proportionate share Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c3.4(a). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (ai) To request Whenever Borrowers desire to make a Revolving Credit Loan or Swingline Loan to be made hereunder Borrowing under Section 2.1 of this Agreement (other than Borrowings a Borrowing resulting from a conversion or continuation pursuant to repay Unpaid DrawingsSection 3.1.2), the Borrower Borrowers 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 prior written Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) prior of such Borrowing request (a “Notice of Borrowing”), which shall be in the form of Exhibit D annexed hereto and signed by an authorized officer of Borrower Agent. Such Notice of Borrowing shall be given by Borrowers no later than 1:00 p.m. at the office of Administrative Agent designated by Administrative Agent from time to 12:00 noon time (New York timea) on the Business Day of the requested funding date of such Borrowing, in the case of Base Rate Loans, and (b) at least three two (32) Business Days prior to the proposed day requested funding date of each Borrowing such Borrowing, in the case of LIBOR Loans. Notices received after 1:00 p.m. shall be deemed received on the next Business Day. The Revolver Loans made by Lenders on the Closing Date shall be in excess of $250,000 and (ii) a written shall be made as Base Rate Loans unless Borrower Agent provides the notice described above for LIBOR Loans prior to the Closing Date and thereafter may be made or continued as or converted into Base Rate Loans or LIBOR Loans. Each Notice of Borrowing (or telephonic notice promptly confirmed in writingthereof) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (ia) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiib) the date of Borrowing (which shall be a Business Day), (ivc) in whether the case of a Revolving Credit Loan, whether such Borrowing shall is to consist of ABR Base Rate Loans or LIBOR Loans, (vd) if such Borrowing shall consist in the case of LIBOR Loans, the LIBOR duration of the Interest Period to be initially applicable thereto thereto, and (vie) the number and location account of the account Borrowers to which funds the proceeds of such Borrowing are to be disbursed. The Administrative Agent shall promptly give each Lender written notice Borrowers may not request any LIBOR Loans if a Default or Event of Default exists. (or telephonic notice promptly confirmed in writingii) Unless payment is otherwise timely made by Borrowers, the becoming due of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and any amount required to be paid with respect to any of the Obligations (whether as principal, accrued interest, fees or other matters covered by charges, including the related repayment of any LC Obligations and any amounts owed to any Affiliate of Administrative Agent) shall be deemed irrevocably to be a request (without any requirement for the submission of a Notice of Borrowing) for Revolver Loans on the due date of, and in an aggregate amount required to pay, such Obligations, and the proceeds of such Revolver Loans may be disbursed by way of direct payment of the relevant Obligation and shall bear interest as Base Rate Loans. Neither Administrative Agent nor any Lender shall have any obligation to Borrowers to honor any deemed request for a Revolver Loan on or after the Commitment Termination Date, when an Out-of-Formula Condition exists or would result therefrom, or when any applicable condition precedent set forth in Section 11 hereof is not satisfied, but may do so in the discretion of Administrative Agent (or at the direction of the Required Lenders) and without regard to the existence of, and without being deemed to have waived, any Default or Event of Default and regardless of whether such Revolver Loan is funded after the Commitment Termination Date. (biii) Borrowings If Borrowers elect to reimburse Unpaid Drawings establish a Controlled Disbursement Account, then the presentation for payment by the Controlled Disbursement Bank of any check or other item of payment drawn on the Controlled Disbursement Account at a time when there are insufficient funds in such account to cover such check shall be made upon deemed irrevocably to be a request (without any requirement for the notice specified submission of a Notice of Borrowing) for Revolver Loans on the date of such presentation and in an amount equal to the aggregate amount of the items presented for payment, and the proceeds of such Revolver Loans may be disbursed to the Controlled Disbursement Account and shall bear interest as Base Rate Loans. Neither any Agent nor any Lender shall have any obligation to honor any deemed request for a Revolver Loan on or after the Commitment Termination Date or when an Out-of-Formula Condition exists or would result therefrom or when any condition precedent in Section 3.4(c)11 hereof is not satisfied, but may do so in the discretion of Administrative Agent (or at the direction of the Required Lenders) and without regard to the existence of, and without being deemed to have waived, any Default or Event of Default and regardless of whether such Revolver Loan is funded after the Commitment Termination Date. (civ) Without in any way limiting the obligation As an accommodation to Borrowers, Agents and Lenders may permit telephonic requests for Borrowings and electronic transmittal of instructions, authorizations, notices, certificates, agreements or reports to Administrative Agent by Borrowers; provided, however, that Borrowers shall confirm each such telephonic request for a Borrowing of LIBOR Loans by delivery of the Borrower required Notice of Borrowing to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior by facsimile transmission promptly, but in no event later than 5:00 p.m. on the same day. Neither any Agent nor any Lender shall have any liability to receipt Borrowers for any loss or damage suffered by Borrowers as a result of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms or any Lender’s good faith honoring of any such telephonic noticerequests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Administrative Agent or Lenders by any Borrower.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to Each Borrowing shall be made hereunder on notice, given not later than (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 x) 11:00 a.m. (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York Boston time) on the third Business Day prior to the date of the proposed day Borrowing (in the case of a Revolving Credit Borrowing to consist of LIBOR Rate Loans denominated in Dollars), (y) 11:00 a.m. (Boston time) on the fourth Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBOR Rate Loans denominated in Sterling), or (z) no later than 11:00 a.m. (Boston time) on the Business Day of the proposed Borrowing (in the case of a Revolving Credit Borrowing to consist of Base Rate Loans or Federal Funds Rate Loans), by the Borrower making a request for such Borrowing to the Agent, which shall give to each Borrowing of ABR Loans and Swingline LoansLender prompt notice thereof by facsimile transmission. Each such notice of a Revolving Credit Borrowing (a "Notice of Borrowing, except as otherwise expressly provided in Section 2.10, ") shall be irrevocable and shall specify made in writing, in substantially the form of Exhibit B, specifying therein (i1) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount name of the Revolving Credit Loans to be made pursuant to such Borrowing and Borrower (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), (iii2) the requested date of such Borrowing (which shall be a Business Day), (iv3) the requested Type of Loans comprising such Borrowing, (4) the requested aggregate amount of such Borrowing and the aggregate principal amount of all outstanding Loans (not including the requested Borrowing) held by such Borrower as of such date, (5) the requested currency of such Borrowing (which shall be denominated in either Dollars or Sterling), (6) the account to which the proceeds of such Borrowing are to be made available, (7) in the case of a Revolving Credit Borrowing to consist of a LIBOR Rate Loan, whether the initial Interest Period therefor and (8) in the case of a Revolving Credit Borrowing to consist of a Federal Funds Rate Loan, the requested maturity date for repayment of each such Federal Funds Rate Loan to be made (which maturity date may not be later than five Business Days after the date of such Borrowing) (a "Federal Funds Rate Loan Maturity Date"). Each Notice of Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if be irrevocable and binding on the Borrower giving such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly 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. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request Whenever a Borrower desires that Lenders make Revolving Credit Loan or Swingline Loan Loans it shall deliver 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 of Borrowing (1) no later than 12:00 Noon (London time) at least three Business Days in advance of the proposed Funding Date in the case of an Offshore Rate Loan or telephonic notice promptly confirmed in writing(2) prior to no later than 12:00 noon Noon (New York time) at least three (3) one Business Days prior to Day in advance of the proposed day Funding Date in the case of each Borrowing of LIBOR Loans and (ii) a written Revolving Loan made as a Base Rate Loan. Whenever a Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 1:30 P.M. (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York Chicago time) on the proposed day of each Borrowing of ABR Loans and Swingline LoansFunding Date. Each such The Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and Borrowing shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loanthe Borrower, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (iii) the amount and Type of Loans requested, (iv) in the case of a Swing Line Loans and any Domestic Revolving Credit LoanLoans made on the Effective Date, whether that such Borrowing Loans shall consist of ABR Loans or LIBOR be Base Rate Loans, (v) if in the case of any Domestic Revolving Loans not made on the Effective Date, whether such Borrowing Loans shall consist be Base Rate Loans or Offshore Rate Loans, (vi) in the case of LIBOR any Revolving Loans other than Domestic Revolving Loans made after the Effective Date, that such Loans shall be Offshore Rate Loans, (vii) in the case of any Revolving Loans requested to be made as Offshore Rate Loans, the LIBOR initial Interest Period requested therefor, and (viii) the Applicable Currency the Loan is to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly 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 Borrowingmade in. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), When the Borrower desires to borrow the initial Loans hereunder, it shall give the Administrative Agent at an the 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each a Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. 10:00 a.m. (New York time) on the proposed day of each a Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiii) the date of Borrowing (which shall be a Business Day), (iviii) in whether the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (viv) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and (viv) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly 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. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request Whenever a Revolving Credit Loan or Swingline Loan Borrower desires to be made incur Loans hereunder (other than excluding (w) Borrowings of Swingline Loans, (x) Borrowings of Revolving Loans incurred pursuant to repay Unpaid Drawingsa Mandatory Borrowing, (y) Borrowings of Competitive Bid Loans and (z) Borrowings of Canadian Prime Rate Loans to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in clause (i) of Schedule III), the Borrower it 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) Office at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing (which shall be a one Business Day), (iv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender ’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan or Canadian Prime Rate Loan and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Euro Rate Loan or Bankers’ Acceptance Loan to be incurred hereunder, provided that 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 of telephonic notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 1.11, shall be irrevocable and shall be given by the respective Borrower in the form of Exhibit A, appropriately completed to specify (i) the name of such Borrower, (ii) the purpose of such Borrowing, (iii) the aggregate principal amount (or Face Amount, as the case may be) of the Loans to be incurred pursuant to such Borrowing (stated in the relevant Available Currency), (iv) the date of such Borrowing (which shall be a Business Day), (v) in the case of Dollar Revolving Loans, whether the Dollar Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans, (vi) in the case of Canadian Dollar Revolving Loans, whether the Canadian Dollar Revolving Loans being made pursuant to such Borrowing are to be initially maintained as Canadian Prime Rate Loans or Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of clause (a) of Schedule III), (vii) in the case of Euro Rate Loans, the initial Interest Period to be applicable thereto, and (viii) in the case of Alternate Currency Revolving Loans, the specific Alternate Currency Revolving Loan Sub-Tranche pursuant to which such Alternate Currency Revolving Loans are to be incurred. The Administrative Agent shall promptly give each Lender which is required to make Revolving Loans, notice of such proposed Borrowing of Revolving Credit Loans and/or Swingline LoansBorrowing, of such Lender’s proportionate share thereof and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing. (bi) Whenever the Corporation desires to incur Swingline Loans hereunder, it shall give the Swingline Lender not later than 1:00 P.M. (New York time) on the date (or, in the case of any Swingline Loan to be incurred on the last Business Day of a calendar quarter, at least one Business Day prior to the date) that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day) and (B) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing. (ii) Mandatory Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c1.01(c), with the Corporation irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings by it as set forth in Section 1.01(c). (c) Without in any way limiting the obligation of the any Borrower to confirm in writing any telephonic notice it may give hereunder by telephonepermitted to be given hereunder, the Administrative Agent Agent, the Swingline Lender (in the case of a Borrowing of Swingline Loans) or the respective Issuing Bank (in the case of issuances of Letters of Credit), as the case may be, may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent Agent, the Swingline Lender or such Issuing Bank, as the case may be, in good faith to be from an Authorized Officer of such Borrower (or of the BorrowerCorporation) prior to receipt of written confirmation. In each such case the case, each Borrower hereby waives the right to dispute the Administrative Agent’s, the Swingline Lender’s or such Issuing Bank’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request Whenever the Borrowers desire funding of a Borrowing of Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings)Loans, the Borrower Agent shall give submit a Notice of Borrowing to the Administrative Agent at an office of the Administrative Agent from time to time notified Agent. Such notice must be received by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), no later than 11:00 a.m. (i) a written Notice on the Business Day of Borrowing the requested funding date, in the case of Base Rate Revolving Loans, and (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York timeii) at least three (3) Business Days prior to the proposed day of each Borrowing requested funding date, in the case of LIBOR Loans and (ii) a written Revolving Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iw) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiix) the requested funding date of Borrowing (which shall must be a Business Day), (ivy) whether the Borrowing is to be made as Base Rate Revolving Loans or LIBOR Revolving Loans, and (z) in the case of a LIBOR Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR duration of the applicable Interest Period (which shall be deemed to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly 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 Borrowingone month if not specified). (b) Borrowings to reimburse Unpaid Drawings Unless payment is otherwise timely made by the Borrowers, the becoming due of any Obligations (whether principal, interest, fees, or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral, and Bank Product Debt) shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith deemed irrevocably to be from an Authorized Officer a request (without any requirement for a Notice of Borrowing) for Base Rate Revolving Loans on the Borrower. In each such case due date, in the Borrower hereby waives the right to dispute the Administrative Agent’s record amount of the terms of any such telephonic notice.such

Notice of Borrowing. (a) To Notice of Revolving Loan Borrowing. Borrowers shall request each Revolving Loan Borrowing by delivering to Agent an irrevocable written notice in the form of Exhibit A, appropriately completed (a "Notice of Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid DrawingsBorrowing"), 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))which specifies, among other things: (i) Whether such Revolving Loan Borrowing is a written Borrowing under Facility A or Facility B; (ii) The principal amount of such Revolving Loan Borrowing, which shall be in the minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (iii) Whether such requested Revolving Loan Borrowing is to consist of Base Rate Loans or LIBOR Loans; (iv) If such Revolving Loan Borrowing is to consist of LIBOR Loans, the initial Interest Period selected by the applicable Borrower for such Revolving Loan Borrowing in accordance with Subparagraph 2.03(b)(i); (v) The date of such Borrowing, which shall be a Business Day; and (vi) The applicable Borrower for such Revolving Loan Borrowing. Borrowers shall give each Notice of Revolving Loan Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) Agent at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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) before the date of the requested Revolving Loan Borrowing (which shall be a Business Day), (iv) in the case of a Revolving Credit Loan, whether such Loan Borrowing consisting of LIBOR Loans and at least one (1) Business Day before the date of the requested Revolving Loan Borrowing in the case of a Revolving Loan Borrowing consisting of Base Rate Loans. Each Notice of Revolving Loan Borrowing shall consist of ABR Loans be signed by the applicable Borrower and delivered by first-class mail or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, facsimile to Agent at the LIBOR Period to be initially applicable thereto and (vi) the office or facsimile number and location during the hours specified in Paragraph 8.01; provided, however, that Borrowers shall promptly deliver to Agent the original of the account to which funds are to be disbursedany Notice of Revolving Loan Borrowing initially delivered by facsimile. The Administrative Agent shall promptly give notify each Lender written notice (or telephonic notice promptly confirmed in writing) of the contents of each proposed Borrowing Notice 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 Loan Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan Whenever the Borrower desires to be made hereunder (other than Borrowings to repay Unpaid Drawings)borrow ------------------- under this Section 2.01, the Borrower shall give the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent deliver to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (i) Lender a written Notice of ------------ Borrowing no later than (or telephonic notice promptly confirmed a) 11:00 A.M. (New York City, New York time) on the proposed Funding Date, in writingthe case of a Borrowing as a Base Rate Loan, and (b) prior to 12:00 noon 11:00 A.M. (New York City, New York time) at least three (3) Business Days prior in advance of the proposed Funding Date, in the case of a Borrowing as a Eurodollar Rate Loan. The Notice of Borrowing shall specify (1) the Funding Date (which shall be a Business Day) in respect of the Revolving Credit Loan, (2) the amount of the proposed Borrowing which shall not be less than (A) $250,000.00, in the case of a Borrowing as a Base Rate Loan, and (B) $500,000.00, in the case of a Borrowing as a Eurodollar Rate Loan, (3) the intended use of the proceeds of such Borrowing, (4) the applicable interest rate option as described in Section ------- 2.02(i) of this Loan Agreement and, if applicable, (5) the Eurodollar Interest ------- Period for such Revolving Credit Loan. In lieu of delivering the above- described Notice of Borrowing, such Borrower may give the Lender telephonic notice of any proposed Borrowing by the time required under this Section ------- 2.01(ii); provided, however, that such notice shall be confirmed in writing by -------- -------- ------- delivery to the proposed day Lender promptly (but in no event later than the Funding Date of each Borrowing the requested Revolving Credit Loan) of LIBOR Loans and (ii) a written Notice of Borrowing. Any Notice of Borrowing (or telephonic notice promptly confirmed in writinglieu thereof) prior pursuant to 1:00 p.m. (New York timethis Section 2.01(ii) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing (which shall be a Business Day), (iv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursedirrevocable. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly 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. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.----------------

Notice of Borrowing. (a) To request The Borrower shall give the Administrative Agent at the Administrative Agent’s Office prior to noon (New York City time) one Business Day prior to the Closing Date written notice in the case of a Revolving Credit Loan or Swingline Loan Borrowing of Initial Term Loans to be made hereunder on the Closing Date if such Initial Term Loans are to be LIBOR Loans or ABR Loans. Such Notice of Borrowing shall specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing (which shall be the Closing Date) and (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Term Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Borrowing of ABR Loans. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3(a) (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing. (b) Whenever the Borrower desires to incur Revolving Loans (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))Agent’s Office, (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York City time) at least three (3) Business Days Days’ prior to the proposed day notice of each Borrowing of LIBOR Revolving Loans, denominated in Dollars (prior to the First Amendment Effective Date) or Term SOFR Revolving Loans (on and after the First Amendment Effective Date), (ii) a written Notice prior to 12:00 noon (New York City time) at least four (4) Business Days’ prior notice of each Borrowing of LIBOR Revolving Loans denominated in an Alternative Currency and (or telephonic notice promptly confirmed in writingiii) prior to 1:00 12:00 p.m. (New York City time) on the proposed day date of such Borrowing prior notice of each Borrowing of ABR Loans and Swingline Revolving Credit Loans. Each such Notice of Borrowingnotice, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iA) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiB) the date of Borrowing (which shall be a Business Day), ) and (ivC) in whether the case of a Revolving Credit Loan, whether such respective Borrowing shall consist of ABR Revolving Loans (in the case of Revolving Loans denominated in Dollars) or, LIBOR Revolving Loans (in the case of Revolving Loans denominated in an Alternative Currency or Revolving Loans denominated in Dollars and borrowed prior to the First Amendment Effective Date) or Term SOFR Revolving Loans (in the case of Revolving Loans denominated in Dollars and borrowed on and after the First Amendment Effective Date) and, if LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Revolving Loans, the currency of such LIBOR Revolving Loans and the Interest Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursedthereto. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline |US-DOCS\101663612.13131839430.6|| Loans, of such Lender’s proportionate share thereof Revolving Credit Commitment Percentage thereof, and of the other matters covered by the related Notice of Borrowing. Notices under this Section may be given by: (A) telephone (which shall be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing) or (B) a Notice of Borrowing. (bc) [Reserved]. (d) [Reserved]. (e) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c3.4(a). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to Each Borrowing shall be made hereunder on notice given ------------------- not later than (other than Borrowings to repay Unpaid Drawings)x) 2:00 p.m., 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))Charlotte time, (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day requested borrowing date, in the case of Eurodollar Loans; (y) 2:00 p.m., Charlotte time, one Business Day prior to the requested borrowing date, in the case of Base Rate Loans (other than Swing Line Loans); and (z) 11:00 a.m., Charlotte time, on the requested borrowing date, in the case of Swing Line Loans; in each case under (x), (y) and (z) above, by Borrower to Administrative Agent (and Administrative Agent shall promptly deliver a copy of any such notice that relates to (1) Working Capital Loans or Acquisition Loans, to each Revolving Credit Lender, and (2) Swing Line Loans, to Swing Line Lender) by telecopier, telex or cable; provided that -------- Borrower hereby requests a Borrowing of LIBOR Term Loans on the Closing Date in an amount equal to the Total Term Loan Commitments; and provided further -------- ------- that with respect to Swing Line Loans, Swing Line Lender may consent in writing to a shorter notice period and may agree to a Notice of Borrowing in a form acceptable to Swing Line Lender and Borrower. Each such notice of Borrowing (a "Notice of Borrowing") shall be by telecopier, telex or ------------------- cable, confirmed immediately in writing, in substantially the form of Exhibit B-1 hereto, specifying therein (i) the requested borrowing date of ----------- such Borrowing (such date for each Borrowing, the "Borrowing Date"); (ii) a written Notice -------------- the Class of Borrowing Loans comprising such Borrowing; (or telephonic notice promptly confirmed in writingiii) prior to 1:00 p.m. the Type of Loans comprising such Borrowing; (New York timeiv) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing 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 Borrowing (which shall be a Business Day), (ivv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist comprised of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Eurodollar Loans, the LIBOR initial Interest Period to be initially applicable thereto and (vi) the number and location for such Eurodollar Loans. Upon fulfillment of the applicable conditions set forth in Section 3.2 (and, in the case of the initial Loans, Section 3.1), each applicable Lender shall, before 2:00 p.m., Charlotte time, on the Borrowing Date for such Borrowing make available for the account of its Applicable Lending Office to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed at its address referred to in writing) Section 8.2, in same day funds, such Lender's Pro Rata Portion of each proposed Borrowing the aggregate principal amount of Revolving Credit Loans and/or Swingline such Borrowing. After Administrative Agent's receipt of such funds with respect to Working Capital Loans, Acquisition Loans or Term Loans, as the case may be, Administrative Agent will, not later than 3:00 p.m., Charlotte time, on the Borrowing Date for such Borrowing, make such funds available to Borrower at Administrative Agent's aforesaid address. With respect to Swing Line Loans, Swing Line Lender will, not later than 3:00 p.m., Charlotte time, on the Borrowing Date for such Borrowing, make available to Borrower at Swing Line Lender's address referred to in Section 8.2 the aggregate principal amount of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan Subject to be made hereunder (other than Borrowings subsection 2.1A, whenever Company desires to repay Unpaid Drawings)borrow under this subsection 2.1, the Borrower Company shall give the deliver to 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 of Borrowing (i) no later than 11:00 A.M. (New York time) on the proposed Funding Date (in the case of a requested Base Rate Loan) or telephonic notice promptly confirmed in writing(ii) prior to 12:00 noon no later than 11:00 A.M. (New York time) at least three (3) Business Days prior to (in the case of a requested Eurodollar Rate Loan) in advance of the proposed day of each Borrowing of LIBOR Loans and (ii) a written Funding Date. The Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Loans, (iii) in the case of any Loans requested to be made prior to the earlier to occur of (x) the date which is ninety (90) days after the Closing Date or (y) the date on which Administrative Agent notifies Company that the primary syndication period for the Loans has been completed, that such Loans shall initially be Base Rate Loans or Eurodollar Rate Loans which have Interest Periods of one month, (iv) in the case of a Revolving Credit LoanLoans requested to be made thereafter, whether such Borrowing shall Loans are initially to consist of ABR Base Rate Loans or LIBOR LoansEurodollar Rate Loans or a combination thereof, and (v) if such Borrowing shall consist of LIBOR Loans, or any portion thereof, are initially to be Eurodollar Rate Loans, the LIBOR Period to amounts thereof and the initial Interest Periods therefor. Loans made as Base Rate Loans shall be initially applicable thereto in an aggregate minimum amount of $1,000,000 and integral multiples of $250,000 in excess of that amount; Loans made as Eurodollar Rate Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. Loans may be continued as or converted into Base Rate Loans or Eurodollar Rate Loans in the manner provided in subsection 2.2D; provided that -------- the Loans made during the period from and including the Closing Date and ending on the earlier of (vix) the number and location date which is ninety (90) days after the Closing Date or (y) the date on which the Administrative Agent notifies the Company that the primary syndication period for the Loans has been completed, may not be converted other than into Base Rate Loans or Eurodollar Rate Loans with an Interest Period of one month. 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 account to which funds are to be disbursedrequested Loans. The Neither Administrative Agent nor any Lender shall promptly give each Lender written incur any liability to Company 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 Company or for otherwise acting in good faith under this subsection 2.1B and, upon funding of Loans by Lenders in accordance with this Agreement pursuant to any telephonic notice, Company shall have effected Loans hereunder. Except as provided in subsection 2.6D, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice promptly confirmed in writinglieu thereof) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof shall be irrevocable on and of the other matters covered by after the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings Interest Rate Determination Date, and Company shall be made upon the notice specified bound to make a borrowing in Section 3.4(c)accordance therewith. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Loans shall be made hereunder (other than Borrowings upon the Borrower’s irrevocable notice to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at an office (provided that a notice of Borrowing with respect to funding of a Permitted Acquisition may state that such notice is conditioned upon the completion of such Permitted Acquisition, in which case, subject to Section 3.05, such notice of Borrowing may be revoked by the Borrower (by notice to the Administrative Agent from on or prior to the specified Borrowing date) if the Permitted Acquisition is not consummated at the time specified), which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to time notified the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), not later than 12:00 noon (i) a written Notice of Borrowing two (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (32) Business Days prior to the proposed day requested date of each any Borrowing of, conversion to or continuation of LIBOR Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate ​ Loans, and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day requested date of each any Borrowing of ABR Loans and Swingline Base Rate Loans. Each such Notice Borrowing of, conversion to or continuation of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Term SOFR 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 a principal amount of $100,000 1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the remaining available amount of Revolving Commitments). 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 $500,000 or a whole multiple of $100,000 in excess thereof (or, in each caseif less, the remaining available amount of Revolving Commitments). Each Loan Notice and each telephonic notice shall specify (A) whether the Revolving Credit Commitment Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or the Swingline Commitmenta continuation of Loans, as applicable)the case may be, (iiiB) the requested date of Borrowing the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (ivC) in the case principal amount of a Revolving Credit LoanLoans to be borrowed, whether such Borrowing shall consist of ABR Loans converted or LIBOR Loanscontinued, (vD) if such Borrowing shall consist the Type of LIBOR Loans, the LIBOR Period Loans to be initially applicable thereto and (vi) the number and location of the account borrowed or to which funds existing Loans are to be disbursed. The Administrative Agent shall promptly give each Lender written notice converted, and (or telephonic notice promptly confirmed in writingE) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loansif applicable, of such Lender’s proportionate share thereof and the duration of the other matters covered by Interest Period with respect thereto. If the related Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing. (b) Borrowings or if the Borrower fails to reimburse Unpaid Drawings give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made upon as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the notice specified last day of the Interest Period then in Section 3.4(c). (c) Without effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any way limiting such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the obligation of the Borrower contrary herein, a Swingline Loan may not be converted to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrowera Term SOFR Loan. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.​

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan Whenever Borrower desires to be made hereunder (other than Borrowings to repay Unpaid Drawings)borrow under this Section 2.01, the Borrower shall give the Administrative Agent, at Wellx Xxxgo Real Estate Group Disbursement Center, 2120 Xxxx Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx 00000, xxth a copy to: Wellx Xxxgo Bank, N.A., 225 Xxxx Xxxxxx Xxxxx, Suite 2550, Chicago, Illinois 60606, Attn: Account Officer, or such other address as Agent at shall designate, 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 original or facsimile Notice of Borrowing no later than 10:00 A.M. (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York California time) at least ), not less than three (3) nor more than five (5) Business Days prior to the proposed day Funding Date of each Borrowing of LIBOR Loans and (ii) a written Loan. Each Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing Funding Date (which shall be a Business Day)) in respect of the Loan, (ivii) the amount of the proposed Loan, provided that the aggregate amount of such proposed Loan shall equal (A) in the case of Base Rate Loans, One Million Dollars ($1,000,000) or integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof, or (B) in the case of LIBOR Loans, One Million Dollars ($1,000,000) or integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof, and (iii) whether the Loan to be made thereunder will be a Revolving Credit Base Rate Loan or a LIBOR Loan and, if a LIBOR Loan, whether the Interest Period. Any Notice of Borrowing pursuant to this Section 2.01 (b) shall be irrevocable. Each such Notice of Borrowing shall consist be accompanied by all reports or documents required to be delivered by Borrower to Agent or any Lender under this Agreement. Borrower may elect (A) so long as no Event of ABR Default has occurred and is continuing, to convert Base Rate Loans or any portion thereof into LIBOR Loans, (vB) if such Borrowing shall consist of to convert LIBOR Loans or any portion thereof into Base Rate Loans, or (C) so long as no Event of Default has occurred and is continuing, to continue any LIBOR Loans or any portion thereof for an additional Interest Period, provided, however, that the aggregate amount of Loans being continued as or converted into LIBOR Loans shall, in the aggregate, equal One Million Dollars ($1,000,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof. The applicable Interest Period for the continuation of any LIBOR Loan shall commence on the day on which the next preceding Interest Period expires. Each such election shall be made by giving Agent, at 2120 X. Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx 00000, Xxtn: Kathxxxx Xxxireos, a Notice of Continuation/Conversion by 10:00 A.M. (California time) on the date of a conversion to be initially applicable thereto a Base Rate Loan, or by 10:00 A.M. (California time) not less than three (3) nor more than five (5) Business Days prior to the date of a conversion to or continuation of a LIBOR Loan, specifying, in each case (1) whether a conversion or continuation is to occur, (2) the amount of the conversion or continuation, (3) the Interest Period therefor, in the case of a conversion to or continuation of a LIBOR Loan, and (vi4) the number and location date of the account to conversion or continuation (which funds are to date shall be disburseda Business Day). The Administrative Agent shall promptly give notify each Lender written notice Lender, but in any event within one (or telephonic notice promptly confirmed in writing1) Business Day after receipt of such notice, of its receipt of each proposed Borrowing such notice and the contents thereof. Notwithstanding anything to the contrary contained herein and subject to the default interest provisions contained in Section 2.03, if an Event of Revolving Credit Default occurs and as a result thereof the Commitments are terminated, all LIBOR Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and will convert to Base Rate Loans upon the expiration of the other matters covered applicable Interest Periods therefor or the date all Loans become due, whichever occurs first. Except as provided above, the conversion of a LIBOR Loan to a Base Rate Loan shall only occur on the last Business Day of the Interest Period relating to such LIBOR Loan. In the absence of an effective election by Borrower of a LIBOR Loan and Interest Period in accordance with the related Notice above procedures prior to the third (3rd) Business Day prior to the expiration of Borrowing. the then current Interest Period with respect to any LIBOR Loan, interest on such LIBOR Loan shall accrue at the interest rate then applicable to a LIBOR Loan for an Interest Period of thirty (b30) Borrowings days, effective immediately upon the expiration of the then-current Interest Period, without prejudice, however, to reimburse Unpaid Drawings the right of Borrower to elect a Base Rate Loan or a different Interest Period in accordance with the terms and provisions of this Agreement; provided, however, that if such continuation shall cause the number of LIBOR Loan tranches to exceed six (6), such LIBOR Loan shall be made upon the notice specified in Section 3.4(c)converted to a Base Rate Loan. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. Whenever either Borrower desires to borrow -------------------- revolving loans under this Section 2.2 (a) To request a in the case of the Canadian Borrower, the "Canadian Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid DrawingsLoans" and, in the case of the U.K. Borrower, the "U.K. ------------------------ ---- Revolving Loans"), the applicable Borrower shall give deliver to the Administrative Agent at a written --------------- request substantially in the form of EXHIBIT G-5 hereto (a "Notice of --------- Borrowing") signed by an office authorized officer 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))applicable Borrower, no later than (i) a written Notice of Borrowing 10:00 a.m. (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York Local time) at least on the requested Drawdown Date, in the case of requests for Prime Rate Loans or Base Rate Loans or U.K. Reference Rate Loans, or (ii) 10:00 a.m. (Local time) three (3) Business Days prior to in advance of the proposed day requested Drawdown Date, in the case of each Borrowing of requests for BA Equivalent Loans or LIBOR Loans and (ii) a written Loans. The Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior shall, with respect to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR any Revolving Loans and Swingline Loans. Each such Notice of Borrowingrequested, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing requested Drawdown Date (which shall be a Business Day), (ivii) in the case aggregate amount of a the requested Revolving Credit LoanLoans and the currency thereof, (iii) whether such Borrowing shall consist of ABR the Revolving Loans requested are to be Prime Rate Loans, Base Rate Loans, BA Equivalent Loans, U.K. Reference Rate Loans or LIBOR Loans, (viv) if such Borrowing shall consist of the requested Revolving Loans are to be BA Equivalent Loans or LIBOR Loans, the LIBOR Period requested Interest Period. In lieu of delivering the above- described Notice of Borrowing the applicable Borrower may (if agreed with the Agent) give the Agent telephonic notice of such request by the required time; provided, however, that (if so agreed) such telephonic notice shall be confirmed -------- ------- in writing by delivery to be initially applicable thereto the Agent (A) promptly and on the same day of a telecopy of a Notice of Borrowing which has been signed by an authorized officer of such Borrower, and (viB) only if requested by the number and location Agent, promptly of a Notice of Borrowing containing the account original signature of an authorized officer of such Borrower, mailed or delivered by such Borrower to the Agent on the date such notice is given. Unless otherwise agreed with the Agent, in the event that the terms of any confirmatory Notice of Borrowing referred to in the proviso contained in the immediately preceding sentence shall conflict with the telephonic notice with respect to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly 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. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephonewas delivered, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis terms of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticeshall govern.

Notice of Borrowing. (ai) To request Whenever Borrowers desire to make a Revolving Credit Loan or Swingline Loan to be made hereunder Borrowing under Section 2.1 (other than Borrowings a Borrowing resulting from a conversion or continuation pursuant to repay Unpaid DrawingsSection 3.1.2), the Borrower Borrowers shall give Agent notice of such Borrowing request in form satisfactory to Agent (a “Notice of Borrowing”). Such Notice of Borrowing shall be given by Borrower Representative at the Administrative Agent at an office of the Administrative designated by Agent from time to time notified by (a) no later than 12:00 noon on the Administrative Agent Business Day of the requested funding date of such Borrowing, in the case of Base Rate Loans, and (b) no later than 1:00 p.m. at least 3 Business Days prior to the Borrower (but initially requested funding date of such Borrowing, in the office set forth for case of LIBOR Loans. Notices received after such times shall be deemed received on the Administrative Agent next Business Day. The Revolver Loans made by each Lender on the Closing Date, if any, shall be in Section 12.2(a)(ii)), (i) a written excess of $250,000 and shall be made as Base Rate Loans and thereafter may be made or continued as or converted into Base Rate Loans or LIBOR Loans. Each Notice of Borrowing (or telephonic notice promptly confirmed in writingthereof) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iI) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiII) the date of Borrowing (which shall be a Business Day), (ivIII) in whether the case of a Revolving Credit Loan, whether such Borrowing shall is to consist of ABR Base Rate Loans or LIBOR Loans, (vIV) if such Borrowing shall consist in the case of LIBOR Loans, the LIBOR duration of the Interest Period to be initially applicable thereto thereto, (V) the applicable Borrower(s) (i.e. Xxxxxxx Sealing or the Excess Collateral Providers) on behalf of which such request is made, and (viVI) the number and location account of the account applicable Borrower to which funds the proceeds of such Borrowing are to be disbursed. The Administrative Agent shall promptly give each Lender written notice . (or telephonic notice promptly confirmed in writingii) Unless payment is otherwise timely made by Borrowers, the becoming due of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and any amount required to be paid with respect to any of the Obligations (whether as principal, accrued interest, fees or other matters covered by charges, including Extraordinary Expenses and LC Obligations, and any amounts owed to any Lender or any Affiliate of any Lender for Banking Relationship Debt) shall be deemed irrevocably to be a request (without any requirement for the related submission of a Notice of Borrowing) for Revolver Loans on the due date of, and in an aggregate amount required to pay, such Obligations, and the proceeds of such Revolver Loans may be disbursed by way of direct payment of the relevant Obligation and shall bear interest as Base Rate Loans unless and until such Loans are converted to LIBOR Loans in accordance with the terms of this Agreement. (biii) Borrowings If Borrowers elect to reimburse Unpaid Drawings establish a Controlled Disbursement Account with BofA or any Affiliate of BofA, then, at Agent’s election, the presentation for payment by BofA (or its Affiliate) of any check or other item of payment drawn on the Controlled Disbursement Account at a time when there are insufficient funds in such account to cover such check shall be made upon deemed irrevocably to be a request (without any requirement for the notice specified submission of a Notice of Borrowing) for Revolver Loans on the date of such presentation and in Section 3.4(c)an amount equal to the aggregate amount of the items presented for payment, and the proceeds of such Revolver Loans may be disbursed to the Controlled Disbursement Account and shall bear interest as Base Rate Loans. (civ) Without Neither Agent nor any Lender shall have any obligation to honor any deemed request for a Revolver Loan on or after the Commitment Termination Date or when an Out-of-Formula Condition exists (except as may be otherwise required by Agent pursuant to this Agreement) or would result therefrom or when any condition precedent in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticeSection 11 is not satisfied.

Notice of Borrowing. (a) To Notice of Revolving Loan Borrowing. Borrowers shall request each Revolving Loan Borrowing by delivering to Agent an irrevocable written notice in the form of Exhibit A, appropriately completed (a "Notice of Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid DrawingsBorrowing"), 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))which specifies, among other things: (i) Whether such Revolving Loan Borrowing is a written Borrowing under Facility A or Facility B; (ii) The currency and principal amount of such Revolving Loan Borrowing, which shall be in the minimum Dollar Equivalent of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (iii) Whether such requested Revolving Loan Borrowing is to consist of Base Rate Loans or LIBOR Loans; (iv) If such Revolving Loan Borrowing is to consist of LIBOR Loans, the initial Interest Period selected by the applicable Borrower for such Revolving Loan Borrowing in accordance with Subparagraph 2.03(b)(i); (v) The date of such Borrowing, which shall be a Business Day; and (vi) The applicable Borrower for such Revolving Loan Borrowing. Borrowers shall give each Notice of Revolving Loan Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) Agent at least four (4) Business Days before the date of the requested Revolving Loan Borrowing in the case of a Borrowing in an Alternative Currency and at three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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) before the date of the requested Revolving Loan Borrowing (which shall be a Business Day), (iv) in the case of a Revolving Credit Loan, whether such Loan Borrowing in Dollars consisting of LIBOR Loans and at least one (1) Business Day before the date of the requested Revolving Loan Borrowing in the case of a Revolving Loan Borrowing in Dollars consisting of Base Rate Loans. Each Notice of Revolving Loan Borrowing shall consist of ABR Loans be signed by the applicable Borrower and delivered by first-class mail or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, facsimile to Agent at the LIBOR Period to be initially applicable thereto and (vi) the office or facsimile number and location during the hours specified in Paragraph 8.01; provided, however, that Borrowers shall promptly deliver to Agent the original of the account to which funds are to be disbursedany Notice of Revolving Loan Borrowing initially delivered by facsimile. The Administrative Agent shall promptly give notify each Lender written notice (or telephonic notice promptly confirmed in writing) of the contents of each proposed Borrowing Notice 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 Loan Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), When the Borrower desires to borrow under this Section 2.01, it shall give the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent deliver to the Borrower (but initially the office set forth for the Administrative Funding Agent in Section 12.2(a)(ii)), (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon Borrowing, signed by it, no later than 11:00 a.m. (New York time) (i) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Base Rate Loans and (ii) at least three (3) Business Days prior to in advance of the proposed day Funding Date, in the case of each a Borrowing of LIBOR Loans and (ii) a written LIBO Rate Loans. Such Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the proposed Borrowing will be of Base Rate Loans or LIBO Rate Loans, (iv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR LIBO Rate Loans, the requested LIBO Rate Interest Period, and (v) if instructions for the disbursement of the proceeds of the proposed Borrowing. Revolving Loans made on any Funding Date shall be in minimum amount of $500,000, other than Revolving Loans constituting (i) repayments of Swing Loans described in the first and second sentences of Section 2.02(b), (ii) refundings of Reimbursement Obligations, described in Section 2.03(e)(ii) and (iii) payments of fees and expenses described in Section 3.02(b)(iv). In lieu of delivering such Borrowing shall consist a Notice of LIBOR LoansBorrowing, the LIBOR Period to be initially applicable thereto and (vi) Borrower may give the number and location Funding Agent telephonic notice of any proposed Bor rowing by the time required under this Section 2.01(b), if it confirms such notice by delivery of the account Notice of Borrowing to which funds are to be disbursedthe Funding Agent promptly, but in no event later than 5:00 p.m. (New York time) on the same day. The Administrative Agent shall promptly give each Lender written notice Any Notice of Borrowing (or telephonic notice promptly confirmed in writinglieu thereof) 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. (bgiven pursuant to this Section 2.01(b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c)irrevocable. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan Subject to be made hereunder (other than Borrowings to repay Unpaid Drawingssubsection 2.1(a), whenever the Borrower desires to borrow Loans under this subsection 2.1, it shall give the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent deliver to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon no later than 10:00 A.M. (New York time) at least three (3) Business Days prior to in advance of the proposed day Funding Date in the case of each Borrowing a LIBOR Rate Loan or at least one Business Day in advance of LIBOR Loans and (ii) the proposed Funding Date in the case of a written Base Rate Loan. The Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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), (iiia) the date of Borrowing proposed Funding Date (which shall be a Business Day), (ivb) the amount of the proposed borrowing, (c) whether such Loans shall be Base Rate Loans or LIBOR Rate Loans, (d) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR any Loans or requested to be made as LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Rate Loans, the LIBOR initial Interest Period to be initially applicable thereto therefor, (e) the proposed use of proceeds and (vif) that the number aggregate principal amount of outstanding Loans (after giving effect to the Loans then requested) will not exceed the Commitments then in effect. Loans shall be made in an aggregate minimum amount of $500,000 and location integral multiples of $100,000 in excess of that amount. In lieu of delivering the above-described Notice of Borrowing, the Borrower may give the Agent telephonic notice by the required time of any proposed borrowing of Loans under this subsection 2.1; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to the Agent on or prior to the Funding Date of the account requested Loans. Neither the Agent nor any Bank shall incur any liability to which funds are the Borrower in acting upon any telephonic notice referred to be disbursedabove that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.1, and upon funding of Loans by the Banks in accordance with this Agreement pursuant to any such telephonic notice, the Borrower shall have effected Loans hereunder. The Administrative Agent shall promptly give each Lender written notice Except as otherwise provided in subsections 2.7(b), 2.7(c) and 2.7(f), a Notice of Borrowing for a LIBOR Rate Loan (or telephonic notice promptly confirmed in writinglieu thereof) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof shall be irrevocable on and of the other matters covered by after the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings Interest Rate Determination Date, and the Borrower shall be made upon the notice specified bound to make a borrowing in Section 3.4(c)accordance therewith. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request Whenever a Revolving Credit Loan or Swingline Loan Borrower desires to be made incur Loans hereunder (other than excluding (w) Borrowings of Swingline Loans, (x) Borrowings of Revolving Loans incurred pursuant to repay Unpaid Drawingsa Mandatory Borrowing, (y) Borrowings of Competitive Bid Loans and (z) Borrowings of Canadian Prime Rate Loans to the extent resulting from automatic conversions of Bankers' Acceptance Loans as provided in clause (i) of Schedule III), the Borrower it shall give the Administrative Paying 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) Office at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing (which shall be a one Business Day), (iv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender 's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan or Canadian Prime Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Euro Rate Loan or Bankers' Acceptance Loan to be incurred hereunder, provided that 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 of telephonic notice (each a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.11, shall be irrevocable and shall be given by the respective Borrower in the form of Exhibit A, appropriately completed to specify (i) the name of such Borrower or Borrowers, (ii) the purpose of such Borrowing, (iii) the aggregate principal amount (or Face Amount, as the case may be) of the Loans to be incurred pursuant to such Borrowing (stated in the Applicable Currency), (iv) the date of such Borrowing (which shall be a Business Day), (v) whether the Loans being incurred pursuant to such Borrowing shall constitute Tranche I Term Loans, Tranche II Term Loans or Revolving Loans, (vi) in the case of Dollar Loans, whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans, (vii) in the case of Canadian Dollar Revolving Loans, whether the Loans being made pursuant to such Borrowing are to be initially maintained as Canadian Prime Rate Loans or Bankers' Acceptance Loans and, if Bankers' Acceptance Loans, the term thereof (which shall comply with the requirements of clause (a) of Schedule III) and (viii) in the case of Euro Rate Loans, the initial Interest Period to be applicable thereto. The Paying Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing of Revolving Credit Loans and/or Swingline LoansBorrowing, of such Lender’s 's proportionate share thereof and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the 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)), prior written notice (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon 1:00 p.m. (New York time) at least three (3) Business Days Days’ prior to the proposed day of each Borrowing of LIBOR Term Loans which are to be initially Eurodollar Loans (or such shorter period as the Administrative Agent may agree in the case of the Borrowing of Term Loans and Revolving Credit Loans on the Closing Date or in connection with any Incremental Facility), and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. 12:00 noon (New York time) on the proposed day of each Borrowing of Term Loans which are to be ABR Loans and Swingline Loans. Each such Such notice in the form of Exhibit D-1 (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.03(b), a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iA) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Term 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)made, (iiiB) the date of the Borrowing (which shall be a Business Day)be, (ivx) in the case of a Revolving Credit LoanTerm Loans, the Closing Date and (y) in the case of any Incremental Term Loans, the applicable Closing Date for such tranche) (C) whether such Borrowing the Term Loans shall consist of ABR Loans or LIBOR Loansand/or Eurodollar Term Loans and, (v) if such Borrowing shall consist of LIBOR the Term Loans are to include Eurodollar Term Loans, the LIBOR Interest Period to be initially applicable thereto and (viD) the number and location applicable wire instructions of the account to which funds are to be disbursedBorrower. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Term Loans, of such LenderXxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Whenever the Borrower desires to incur Revolving Credit Loans hereunder (other than Borrowings to reimburse repay Unpaid Drawings shall be made upon the notice specified in Section 3.4(cunder Letters of Credit). (c) Without in any way limiting the obligation of , the Borrower to confirm in writing any notice it may shall give hereunder by telephone, the Administrative Agent may act a Notice of Borrowing (i) prior to receipt 1:00 p.m. (New York time) at least three (3) Business Days’ prior to each Borrowing of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.Eurodollar Revolving Credit Loans, and

Notice of Borrowing. (a) To request a Revolving Credit Loan 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) Whenever a written Borrower desires that Lenders make Term Loans, Revolving Loans or Offshore Loans, it shall deliver to Administrative Agent a Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to no later than 12:00 noon Noon (New York time) (x) at least one Business Day in advance of the proposed Funding Date, in the case of any Base Rate Loan, or (y) three (3) Business Days prior to in advance of the proposed day Funding Date, in the case of each Borrowing a Eurodollar Rate Loan (other than in respect of LIBOR Loans a UK Borrower) and (ii) four Business Days in advance of the proposed Funding Date in the case of a written Eurodollar Rate Loan to a UK Borrower. The Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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), (iii1) the date of Borrowing proposed Funding Date (which shall be a Business Day), (iv2) in the case amount and Type of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR the proposed Loans, (v3) whether such Loans are initially to consist of Base Rate Loans or Eurodollar Rate Loans or a combination thereof, and (4) if such Borrowing shall consist of LIBOR Loans, or any portion thereof, are initially to be Eurodollar Rate Loans, the LIBOR Period 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 Term Loans or Revolving Loans, if any, to be initially applicable thereto 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 and the minimum amount of Offshore Loans to be made on any Funding Date shall be as set forth in subsection 2.1C; and PROVIDED FURTHER THAT, an Italian Offshore Borrower may not deliver a Notice of Borrowing requesting an Italian Loan at any time an Italian Overdraft Agreement is in effect. Notwithstanding anything in this Agreement to the contrary, no Lender shall make or be obligated to make a Revolving Loan or an Offshore Loan if it shall have received a Loan Limitation Notice with respect to such Revolving Loan or Offshore Loan from Administrative Agent on or prior to the first Business Day immediately preceding the proposed Funding Date for such Revolving Loan or Offshore Loan stating that the statement contained in clause (vi1) of subsection 2.1E(v) is true or will be true after giving effect to the number and location making of the account to which funds are to relevant Revolving Loans or Offshore Loan. Term Loans, Revolving Loans and Offshore Loans may be disbursed. The 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, a Borrower may give Administrative Agent shall promptly give each Lender written notice (or irrevocable 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) writing by delivery of each proposed a Notice of Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and to Administrative Agent on or prior to the Funding Date of the other matters covered by the related Notice of Borrowingrequested Loans. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a The Borrower shall give the Administrative Agent prior written notice (i) prior to 10:00 a.m. (New York time) at least three Business Days’ prior to each Borrowing of Term Loans which are to be initially SOFR Loans (or such shorter period as the Administrative Agent may agree in the case of the Borrowing of Term Loans and Revolving Credit Loan Loans on the Closing Date or Swingline Loan in connection with any Incremental Facility), and (ii) prior to 10:00 a.m. (New York time) at least one Business Day prior to each Borrowing of Term Loans which are to be made Index Rate Loans. Such notice in the form of Exhibit N-1 (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.03(b), a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (A) the aggregate principal amount of the Term Loans to be made, (B) the date of the Borrowing (which shall be, (x) in the case of Term Loans, the Closing Date and (y) in the case of any Incremental Term Loans, the applicable Closing Date for such tranche) and (C) whether the Term Loans shall consist of Index Rate Loans and/or SOFR Loans and, if the Term Loans are to include SOFR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice of each proposed Borrowing of Term Loans, of such Xxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Whenever the Borrower desires to incur Revolving Credit Loans hereunder (other than Borrowings to repay Unpaid DrawingsDrawings under Letters of Credit), 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 of Borrowing (or telephonic notice promptly confirmed in writingi) prior to 12:00 noon 10:00 a.m. (New York time) at least three (3) Business Days Days’ prior to the proposed day of each Borrowing of LIBOR Loans SOFR Loans, and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. 10:00 a.m. (New York time) on the proposed day of at least one Business Day prior to each Borrowing of ABR Revolving Credit Loans and Swingline which are to be Index Rate Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (iA) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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)Borrowing, (iiiB) the date of Borrowing (which shall be a Business Day), (ivC) in whether the case of a Revolving Credit Loan, whether such respective Borrowing shall consist of ABR Index Rate Loans or LIBOR LoansSOFR Loans and, (v) if such Borrowing shall consist of LIBOR SOFR Loans, the LIBOR Interest Period to be initially applicable thereto and (viD) the number and location of the account to which funds are to be disbursedBorrower’s wiring instructions. The Administrative Agent shall promptly give each applicable Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such LenderXxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings . No Revolving Credit Loans shall be made upon borrowed on the notice specified in Closing Date except, to the extent permitted by Section 3.4(c)9.12. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings)Making the ---------- ------------------------------- Advances, 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)), Etc. (i) a written Notice of Each Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon shall be made on notice, given not later than ------------- 11:00 A.M. (New York City time, in the case of a Facility A Borrowing or a Facility C Borrowing in US Dollars, London time, in the case of a Facility A Borrowing in Sterling, or Sydney time, in the case of a Facility B Borrowing or a Facility C Borrowing in Australian Dollars) at least three (3) on the third Business Days Day prior to the date of the proposed day Borrowing; provided that, in the case of each Borrowing any of LIBOR Loans and (iiA) a written Notice of -------- proposed Facility A Borrowing or Facility C Borrowing in US Dollars for a nine- or 12-month Interest Period, (B) a proposed Excess Sterling Borrowing or telephonic notice promptly confirmed in writing(C) prior to 1:00 p.m. (New York time) on the a proposed day of each Facility A Borrowing of ABR Loans and Swingline Loans. Each such Notice of or Facility C Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) if (x) with respect to Revolving Credit Loans in the case of Facility A, the aggregate principal amount of the Revolving Credit Loans to be made pursuant Advances outstanding in US Dollars after giving effect to such Borrowing and (y) with respect to Swingline Loans shall exceed 65% of Facility A or the Dollar Equivalent of the aggregate principal amount of Swingline Loans to be made pursuant the Advances outstanding in Sterling after giving effect to such Borrowing which shall be exceed 35% of Facility A or (y) in an the case of Facility C, the aggregate principal amount of $100,000 the Advances outstanding in US Dollars after giving effect to such Borrowing shall exceed 50% of Facility C or a whole multiple the Dollar Equivalent of $100,000 the aggregate Face Value Amount of the Advances outstanding in excess thereof (or, in each caseAustralian Dollars after giving effect to such Borrowing shall exceed 50% of Facility C, the remaining amount of the Revolving Credit Commitment or the Swingline Commitment, as applicable), (iii) fifth Business Day prior to the date of such proposed Borrowing, by a Borrower to the Appropriate Agent, which shall give to each Appropriate Lender prompt notice thereof by telex or telecopier specifying therein each Appropriate Lender's Pro Rata Share of such Borrowing. Each such notice of a Borrowing (which a "Notice of Borrowing") ------------------- shall be a Business Day)by telex or telecopier, confirmed immediately in writing in substantially the form of Exhibit A-1 hereto, signed by an Authorized Officer of the requesting Borrower, specifying therein the requested (A) date of such Borrowing and the name of the Borrower that will make such Borrowing, (ivB) Facility under which such Borrowing is to be made, (C) currency of the Advances comprising such Borrowing, (D) aggregate principal amount or aggregate Face Value Amount of such Borrowing, (E) initial Interest Period for each such Advance and, in the case of a Facility A Borrowing or a Facility C Borrowing in US Dollars requested for a nine- or 12-month Interest Period, the alternate Interest Period requested by the Borrower in the event one or more of the Appropriate Lenders will not be able to fund Advances for such nine- or 12- month Interest Period and (F) in the case of a Revolving Credit LoanFacility A Borrowing by a Sterling Borrower of which all or a portion is an Excess Sterling Borrowing, whether the amount thereof that constitutes an Excess Sterling Borrowing. In the case of a Facility B Borrowing or Facility C Borrowing in Australian Dollars, such Notice of Borrowing shall consist direct the Australian Agent to prepare and complete Bills in accordance with this Section 2.02 except to the extent that Appropriate Lenders have elected to make Cash Advances. Notwithstanding anything to the contrary set forth in this Section 2.02(a)(i), no Facility A Advances by any Facility A Lender shall be made in respect of ABR Loans an Excess Sterling Borrowing unless, by 5:00 P.M. (London time) on the third Business Day prior to the first day of such Excess Sterling Borrowing, each Facility A Lender notifies by telex or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, telecopier the LIBOR Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each that such Facility A Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, will be able to obtain funding for its Pro Rata Share of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Excess Sterling Borrowing. (bii) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative The Appropriate Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.shall,

Notice of Borrowing. (a) To Notice of Revolving Loan Borrowing. Borrower shall request each Revolving Loan Borrowing by delivering to Administrative Agent an irrevocable written notice in the form of Exhibit A, appropriately completed (a "Notice of Revolving Credit Loan Borrowing"), which specifies, among other things: (i) Whether such Revolving Loan Borrowing is under Facility A or Swingline Facility B; (ii) The principal amount of the requested Revolving Loan Borrowing, which shall be in the amount of (A) $1,000,000 or an integral multiple of $100,000 in excess thereof in the case of a Borrowing consisting of Base Rate Loans; or (B) $2,500,000 or an integral multiple of $500,000 in excess thereof in the case of a Borrowing consisting of LIBOR Loans; (iii) Whether the requested Revolving Loan Borrowing is to consist of Base Rate Loans or LIBOR Loans; (iv) If the requested Revolving Loan Borrowing is to consist of LIBOR Loans, the initial Interest Period selected by Borrower for such LIBOR Loans in accordance with Subparagraph 2.04(b); (v) If the requested Revolving Loan Borrowing is to consist of LIBOR Loans, whether the initial LIBO Rate is to be based upon the Telerate Page Rate or the Reference Bank Rate; and (vi) The date of the requested Revolving Loan Borrowing, which shall be a Business Day; Provided, however, that all Revolving Loan Borrowings made hereunder during the period commencing on the date of this Agreement and ending three (other than Borrowings to repay Unpaid Drawings), the 3) Business Days thereafter shall consist solely of Base Rate Loans. Borrower shall give the each Notice of Revolving Loan Borrowing to 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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) before the date of the requested Revolving Loan Borrowing (which shall be a Business Day), (iv) in the case of a Revolving Credit Loan, whether such Loan Borrowing consisting of LIBOR Loans and at least one (1) Business Day before the date of the requested Revolving Loan Borrowing in the case of a Revolving Loan Borrowing consisting of Base Rate Loans. Each Notice of Revolving Loan Borrowing shall consist be delivered by first-class mail or facsimile to Administrative Agent at the office or facsimile number and during the hours specified in Paragraph 8.01; provided, however, that (A) Borrower shall promptly deliver to Administrative Agent the original of ABR Loans or LIBOR Loans, (v) if such any Notice of Revolving Loan Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto delivered by facsimile and (viB) in the number and location case of any outstanding Revolving Loan Borrowing which is being rolled over in the account same principal amount, Borrower may deliver such Notice of Revolving Loan Borrowing electronically, with a digital signature, to which funds are to be disbursedthe email address of Administrative Agent. The Administrative Agent shall promptly give notify each Lender written notice (or telephonic notice promptly confirmed in writing) of the contents of each proposed Borrowing Notice 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 Loan Borrowing. (b) Borrowings Notice of Facility B Term Loan Borrowing. Borrower shall request the Facility B Term Loan Borrowing by delivering to reimburse Unpaid Drawings Administrative Agent an irrevocable written notice in the form of Exhibit B, appropriately completed (the "Notice of Facility B Term Loan Borrowing"), which specifies, among other things: (i) The principal amount of the Facility B Term Loan Borrowing; (ii) (A) The principal portion of the Facility B Term Loan Borrowing which is to be a Base Rate Portion and (B) the principal portion(s) of the Facility B Term Loan Borrowing which is (are) to be a LIBOR Portion(s); (iii) If any portion of the Facility B Term Loan Borrowing is initially to be a LIBOR Portion, the initial Interest Period selected by Borrower for each such LIBOR Portion in accordance with Subparagraph 2.04(b); and (iv) If any portion of the Facility B Term Loan Borrowing is initially to be a LIBOR Portion, whether the initial LIBO Rate for such Portion is to be based upon the Telerate Page Rate or the Reference Bank Rate. Borrower shall give the Notice of Facility B Term Loan Borrowing to Administrative Agent at least five (5) Business Days before the Facility B Revolving Loan Maturity Date. The Notice of Facility B Term Loan Borrowing shall be made upon delivered by first-class mail or facsimile to Administrative Agent at the notice office or facsimile number and during the hours specified in Section 3.4(c). (c) Without in any way limiting Paragraph 8.01; provided, however, that Borrower shall promptly deliver to Administrative Agent the obligation original of the Borrower to confirm in writing any notice it may give hereunder Notice of Facility B Term Loan Borrowing if initially delivered by telephone, the facsimile. Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer shall promptly notify each Lender of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record contents of the terms Notice of any such telephonic noticeFacility B Term Loan Borrowing.

Notice of Borrowing. (a) To request a Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the The Borrower shall give the Administrative Agent at an office of the Administrative Agent from time Agent’s Office prior to time notified by 9:00 a.m. (New York City time) at least (x) in the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))case of LIBOR Loans, (i) a one Business Days’ prior written Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) Business Days prior to of the proposed day of each Borrowing of LIBOR the Senior Interim Loans and (iiy) a in the case of ABR Loans, one Business Day’s prior written Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on of the proposed day of each Borrowing of ABR Loans and Swingline the Senior Interim Loans. Each such Such notice, which shall be in the form of Exhibit A (a “Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and ”) shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Senior Interim Loans to be made pursuant to such Borrowing and (y) with respect to Swingline Loans the aggregate principal amount borrowed, $5,000,000,000 of Swingline Loans to be made pursuant to such Borrowing which shall be in an allocated to the Senior Interim Cash Pay Loans (the “Senior Interim Cash Pay Loans Requested Amount”) (such Senior Interim Cash Pay Loans Requested Amount not to exceed the aggregate principal amount Senior Interim Cash Pay Loan Commitments of all Lenders) and $100,000 or a whole multiple 1,750,000,000 of $100,000 in excess thereof which shall be allocated to the Senior Interim Toggle Loans (orthe “Senior Interim Toggle Loans Requested Amount”) (such Senior Interim Toggle Loans Requested Amount not to exceed the aggregate Senior Interim Toggle Loan Commitments of all Lenders), in each case, (ii) the remaining amount date of the Revolving Credit Commitment or the Swingline Commitment, as applicable), Borrowing and (iii) the date of Borrowing (which shall be a Business Day), (iv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR Interest Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursedthereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each the proposed Borrowing of Revolving Credit Loans and/or Swingline Senior Interim Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request Each Borrowing, each conversion of Loans from Base Rate Loans to Term SOFR Loans, each conversion of Term SOFR Loans to Base Rate Loans, and each continuation of a Revolving Credit Term SOFR Loan or Swingline Loan to shall be made hereunder (other than Borrowings upon the Borrower’s irrevocable notice to repay Unpaid Drawings)the Administrative Agent, the Borrower shall give which may be given by telephone or a Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent at an office of the Administrative Agent from time to time notified a Loan Notice. Each such Loan Notice must be received by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), not later than 1:00 p.m. (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three (3) two Business Days prior to the proposed day requested date of each any Borrowing of, conversion to or continuation of LIBOR Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (ii) a written Notice on the requested date of any Borrowing (of Base Rate Loans; provided, that, if the Borrower wishes to request Term SOFR Loans having an Interest Period other than one, three or telephonic six months in duration as provided in the definition of “Interest Period,” the applicable notice promptly confirmed in writing) must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of such Borrowing, conversion or continuation of Term SOFR 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, and, not later than 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation of Term SOFR Loans, the Administrative Agent shall notify the Borrower (New York timewhich notice may be by telephone) on whether or not the proposed day of each Borrowing of ABR Loans and Swingline Loansrequested Interest Period has been consented to by all the Lenders. Each such Notice Borrowing of, conversion to or continuation of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Term SOFR 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 a principal amount of $100,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each caseif less, the remaining amount entire principal thereof then outstanding). Each Loan Notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Base Rate Loans to Term SOFR Loans, a conversion of Term SOFR Loans to Base Rate Loans, or a continuation of Loans, as the case may be, (B) the requested date of the Revolving Credit Commitment Borrowing, conversion or the Swingline Commitmentcontinuation, as applicable), (iii) the date of Borrowing case may be (which shall be a Business Day), (ivC) in the case principal amount of a Revolving Credit LoanLoans to be borrowed, whether such Borrowing shall consist of ABR Loans converted or LIBOR Loanscontinued, (vD) if such Borrowing shall consist the Type of LIBOR Loans, the LIBOR Period Loans to be initially applicable thereto and (vi) the number and location of the account borrowed or to which funds existing Loans are to be disbursed. The Administrative Agent shall promptly give each Lender written notice converted, and (or telephonic notice promptly confirmed in writingE) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loansif applicable, of such Lender’s proportionate share thereof and the duration of the other matters covered by Interest Period with respect thereto. If the related Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing. (b) Borrowings or if the Borrower fails to reimburse Unpaid Drawings give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made upon as, or converted to, Base Rate Loans. Any such automatic conversion of CHAR1\1928876v8 Term SOFR Loans to Base Rate Loans shall be effective as of the notice specified last day of the Interest Period then in Section 3.4(c). (c) Without effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any way limiting the obligation such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic noticeone (1) month.

Notice of Borrowing. Whenever any Borrower desires to borrow under Section 2.1, Borrowers' Agent shall deliver to Agent a notice of borrowing (aa "NOTICE OF BORROWING") To request substantially in the form of Exhibit C accompanied by a Revolving Credit Loan or Swingline Loan to be made hereunder (other Certificate of Eligible Properties and Maximum Availability, substantially in the form of Exhibit D and a Certificate of Current Availability substantially in the form of Exhibit E no later 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon 10:00 A.M. (New York time) at least three five (35) Business Days prior to in advance of the proposed day of each Borrowing of LIBOR Loans Funding Date for any Eurodollar Loan and (ii) a written no later than the Business Day immediately preceding the proposed Funding Date for any Base Rate Loan. The Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify and include (as appropriate): (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing Borrower 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 Borrowing proposed Funding Date (which shall be a Business Day); (ii) the amount of the proposed Borrowing (which amount shall be in a minimum aggregate amount of $1,000,000 and integral multiples of $100,000 in excess of that amount); (iii) whether such Loans will be Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans are specified, the initial Interest Period requested for such Eurodollar Loans; (iv) in the case account into which the net proceeds of a Revolving Credit Loan, whether such the requested Borrowing shall consist of ABR Loans or LIBOR Loans, is to be credited; (v) if a statement as to whether the representations and warranties contained in the Loan Documents are true, correct and accurate in all material respects to the same extent as though made on and as of the date of such Borrowing shall consist Notice of LIBOR Loans, the LIBOR Period to be initially applicable thereto and Borrowing; (vi) a statement as to whether any Default or Event of Default has occurred and is continuing or would result from the number and location proposed Borrowing; and (vii) a statement as to whether the amount of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and will cause the aggregate outstanding principal amount of the Loans to exceed the Maximum Availability currently in effect. Subject to the provisions of Section 2.6, in the event that any Lender shall fail to fund its Pro Rata Share of any Loan on or prior to the applicable Funding Date and the Agent and/or the other matters covered by Lenders shall fail to advance the related defaulted amount, Borrowers' Agent may (but shall not be obligated to) cancel such Notice of Borrowing. Borrowing upon notice to Agent given no later than 2:00 p.m. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(cEST). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a) To request Whenever a Revolving Credit Loan or Swingline Loan Borrower desires to be made incur Loans hereunder (other than excluding (w) Borrowings of Swingline Loans, (x) Borrowings of Revolving Loans incurred pursuant to repay Unpaid Drawingsa Mandatory Borrowing, (y) Borrowings of Competitive Bid Loans and (z) Borrowings of Canadian Prime Rate Loans to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in clause (i) of Schedule III), the Borrower it 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 of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) Office at least three (3) Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing (which shall be a one Business Day), (iv) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be initially applicable thereto and (vi) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender ’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan or Canadian Prime Rate Loan and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Euro Rate Loan, Bankers’ Acceptance Loan or Permitted Non-LIBOR-Based Alternate Currency Revolving 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 4:00 p.m. (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 1.11, shall be irrevocable and shall be given by the respective Borrower in the form of Exhibit A, appropriately completed to specify (i) the name of such Borrower, (ii) the purpose of such Borrowing, (iii) the aggregate principal amount (or Face Amount, as the case may be) of the Loans to be incurred pursuant to such Borrowing (stated in the relevant Available Currency), (iv) the date of such Borrowing (which shall be a Business Day), (v) in the case of Canadian Dollar Revolving Loans, whether the Canadian Dollar Revolving Loans being made pursuant to such Borrowing are to be initially maintained as Canadian Prime Rate Loans or Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of clause (a) of Schedule III), (vi) in the case of Euro Rate Loans, the initial Interest Period to be applicable thereto, (vii) in the case of Permitted Non-LIBOR Rate Alternate Currency Revolving Loans, the initial Non-LIBOR-Based Interest Period applicable thereto, (viii) in the case of Alternate Currency Revolving Loans, the specific Alternate Currency Revolving Loan Sub-Tranche pursuant to which such Alternate Currency Revolving Loans are to be incurred, and (ix) in the case of Dollar Revolving Loans, whether the Dollar Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the respective Notice of Borrowing, notice of such proposed Borrowing of Revolving Credit Loans and/or Swingline LoansBorrowing, of such Lender’s proportionate share thereof and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing. (bi) Borrowings Whenever a Borrower desires to reimburse Unpaid Drawings incur Swingline Loans hereunder, it shall be made upon give the notice specified relevant Swingline Lender (i) in Section 3.4(cthe case of a Domestic Dollar Swingline Loan or Canadian Dollar Swingline Loan, not later than 1:00 P.M. (New York time). , (cii) Without in any way limiting the obligation case of the Borrower to confirm in writing any notice it may give hereunder by telephonea Euro Swingline Loan or Sterling Swingline Loan, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.not later than 11:00 A.M. (London time) and

Notice of Borrowing. (a) To request a Revolving Credit Loan When the Borrower or Swingline Loan RMOP desires to be made hereunder (other than Borrowings to repay Unpaid Drawings)borrow under this Section 2.1, the Borrower shall give deliver to 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 of Borrowing Borrowing, signed by it (or telephonic notice promptly confirmed in writingx) prior to no later than 12:00 noon (New York time) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Base Rate Loans and (y) no later than 11:00 a.m. (New York time) at least three (3) Business Days prior to in advance of the proposed day Funding Date, in the case of each a Borrowing of LIBOR Loans and Eurodollar Rate Loans; provided, however, that no more than two (ii2) a written Borrowings may be made within any five (5) Business Day period. Such Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York time) on the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (v) in the case of a Revolving Credit Loan, whether such Borrowing shall consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Eurodollar Rate Loans, the LIBOR Period to be initially applicable thereto and requested Eurodollar Interest Period, (vi) instructions for the number and location disbursement of the account proceeds of the proposed Borrowing, (vii) an Officer's Certificate of the Borrower with respect to which funds are compliance with (including calculation thereof) Sections 10.11(a) and 10.11(e), (viii) whether the Base Rate Loans and/or Eurodollar Rate Loans shall be attributable to the Borrower or RMOP, and if attributable in part to each, the portions attributable to the Borrower or RMOP, (ix) the aggregate amount of the Loans as well as the loans pursuant to the Revolving Credit Agreement, outstanding and attributable to RMOP, and (x) that no Event of Default shall have occurred and be disbursedoutstanding. The Administrative Agent shall promptly give each Lender written notice Any Notice of Borrowing (or telephonic notice promptly confirmed in writinglieu thereof) 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. (bgiven pursuant to this Section 2.1(b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c)irrevocable. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice.

Notice of Borrowing. (a1) To request a Whenever RMC, Hutch, NWR, Willow or RML desires to borrow Revolving Credit Loan or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the Loans under Section 2.2 such Borrower shall give the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent deliver to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (i) a written request substantially in the form of Exhibit D-1 hereto (a "Revolving Loan Notice of Borrowing Borrowing") signed by an authorized officer or employee of such Borrower, no later than (or telephonic notice promptly confirmed in writingA) prior to 12:00 noon 10:00 a.m. (New York Chicago, Illinois time) at least on the requested Funding Date, in the case of requests for Reference Rate Loans, or (B) 10:00 a.m. (Chicago, Illinois time) three (3) Business Days prior to in advance of the proposed day requested Funding Date, in the case of each Borrowing of requests for LIBOR Loans and (ii) a written Loans. The Revolving Loan Notice of Borrowing (shall contain a certification by an authorized officer or telephonic notice promptly confirmed in writing) prior employee that the requested Revolving Loans would be permitted to 1:00 p.m. (New York time) on be made pursuant to Section 4.11 of the proposed day of each Borrowing of ABR Loans and Swingline Loans. Each such Notice of BorrowingSenior Subordinated Note Indenture, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) whether such Borrowing is to be a Revolving Credit Loan or Swingline Loan, (ii) (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 Borrowing requested Funding Date (which shall be a Business Day), (ivii) in the case aggregate amount of a the requested Revolving Credit LoanLoans, (iii) whether such Borrowing shall consist of ABR the Revolving Loans requested are to be Reference Rate Loans or LIBOR Loans, (viv) if such Borrowing shall consist of the requested Revolving Loans are to be LIBOR Loans, the LIBOR Period to be initially applicable thereto requested Interest Period, and (viv) the number and location of the account to which funds the proceeds of such Revolving Loans are to be disbursedtransferred, which account shall be one of the accounts specified by the Borrowers pursuant to the first sentence of Section 2.4(b). The Administrative With respect to any request for Revolving Loans which shall be Reference Rate Loans, in lieu of delivering the above-described Revolving Loan Notice of Borrowing the applicable Borrower may give the Agent shall promptly give each Lender written notice (or telephonic notice promptly 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 request by the related Notice of Borrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephonerequired time; provided, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of however, that such telephonic notice believed shall be confirmed in writing by delivery to the Administrative Agent in good faith to be from (a) immediately of a telecopy of a Revolving Loan Notice of Borrowing which has been signed by an Authorized Officer authorized officer or employee of the applicable Borrower. In each such case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic notice., and