Common use of Notice of Borrowing Clause in Contracts

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facility, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") shall be in the form of Exhibit A and shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR Loans and, if LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires Borrowers desire to incur Loans under any FacilityTranche (excluding Borrowings of Swingline Loans and Revolving Loans incurred pursuant to Mandatory Borrowings), it an Authorized Representative of the Borrowers shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three one Business Days' Day's prior written notice (or telephonic notice promptly confirmed in writing) notice of each Borrowing of LIBOR Loans Base Rate Loan and (y) at least three Business Days' prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) notice of each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) (or before 12:00 Noon (New York time) in the case of a Borrowing of Base Rate Loans to be made hereunderLoans) on such day. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrowers in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective Loans being made pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written Bank notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans under any Facilityhereunder (excluding Borrowings of Swingline Loans and Revolving Loans incurred pursuant to Mandatory Borrowings), it an Authorized Representative of the Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' Office prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to not later than 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans Loan incurred hereunder, and not later than 11:00 A.M. (New York time) on the third Business Day prior to be made each Eurodollar Loan incurred hereunder. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by an Authorized Representative of the Borrower in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Revolving Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such the Lender's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower Borrower, desires to incur (x) Eurodollar Loans under any Facilityhereunder, it shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder, it shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to 10:00 A.M. be incurred hereunder, provided that (New York in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (Chicago time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR or, to the extent permitted hereunder Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written which is required to make Loans specified in the respective Notice of Borrowing, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilitymake a Borrowing hereunder, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 10:00 a.m. (New York time), ) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunderEurodollar Loans. Each such notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A-1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being made pursuant to such Borrowing shall constitute A Term Loans, B Term Loans, Revolving Loans or Acquisition Loans and (iv) whether the respective Loans being made pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. Any notice received after 10:00 a.m. (New York time) shall be deemed to be received on the next succeeding Business Day. The Administrative Agent shall promptly give each Lender written Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered by specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilitymake a Borrowing hereunder, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 10:00 a.m. (New York time), ) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunderEurodollar Loans. Each such notice (each, a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A-1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being made pursuant to such Borrowing shall constitute A Term Loans, B Term Loans, C Term Loans, A Revolving Loans, B Revolving Loans or Acquisition Loans and (iv) whether the respective Loans being made pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. Any notice received after 10:00 a.m. (New York time) shall be deemed to be received on the next succeeding Business Day. The Administrative Agent shall promptly give each Lender written Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered by specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facility, it Each Loan shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, on a "Notice of Borrowing") shall be Borrowing (substantially in the form of Exhibit A and C-1) given by Borrower to Agent at the Agency Office not later than 12:00 Noon (local time in the city where the Agency Office is situated) on (x) the third Banking Day prior to the date of the proposed Loan, in the case of any Eurodollar Rate Loan or (y) the Banking Day prior to the date of the proposed Loan, in the case of any Base Rate Loan. The Agent shall give to each Bank prompt notice thereof by telex, cable or telefacsimile. Each such Notice of Borrowing shall be irrevocable and by telex, cable, telefacsimile, or telephone confirmed promptly in writing, but in no event shall specify such written confirmation be received by Agent later than 12:00 Noon (local time in the city where the Agency Office is situated) on the Banking Day prior to such Loan, specifying therein (i) the Facility pursuant to which date of such Borrowing is being madeLoan, (ii) the aggregate principal amount of the Loans to be made pursuant to such BorrowingLoan, (iii) the date of Borrowing requested interest rate option under Section 2.3(a) or (which shall be a Business Dayb) and (iv) whether the respective Borrowing shall consist of Base if such requested Loan is to be a Eurodollar Rate Loans or LIBOR Loans and, if LIBOR LoansLoan, the Interest Period to be initially applicable with respect thereto. The Administrative Agent shall promptly give each Lender written notice Each Bank with respect to such Loan shall, before 12:00 Noon (or telephonic notice promptly confirmed local time in writingthe city the Agency Office is situated) of each proposed Borrowing, on the date of such LenderLoan, make available to Agent at the Agency Office in same day funds in Dollars for credit to the Applicable Agent's proportionate share thereof and Account, such Bank's ratable portion of such Loan and, unless Agent has been notified by a Bank pursuant to Section 2.1(d) hereof that such Bank will not make available its ratable portion of such Loan, Agent will make such funds available to Borrower at the other matters covered by Agency Office on the Notice date of Borrowingsuch Loan.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any FacilityFacility (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 3:00 P.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, each a "Notice of Borrowing") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall A-1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being to be made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially 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 such LenderBank's proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires Borrowers desire to incur make a Borrowing hereunder (excluding Borrowings of Swingline Loans under any Facilityand Mandatory Borrowings), it an Authorized Representative of the Borrowers shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three one Business Days' Day's prior written notice (or telephonic notice promptly confirmed in writing) notice of each Borrowing of LIBOR Loans Base Rate Loan and (y) at least three Business Days' prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) notice of each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) (or until 12:00 Noon (New York time) in the case of a Borrowing of Base Rate Loans to be made hereunderLoans) on such day. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrowers in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective Revolving Loans being made pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written Bank notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the If a Borrower desires to incur (x) Euro Rate Loans under any Facilityhereunder, it such Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. Office no later than 2:00 P.M. (New York time), ) at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Euro Rate Loan to be incurred hereunder and (y) Base Rate Loans hereunder, such Borrower shall give the Administrative Agent prior to 10:00 A.M. notice at the Notice Office no later than 2:00 P.M. (New York time) on the proposed date thereof, written at least one Business Day prior notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans Loan is to be made incurred hereunder. Each such notice (each, each a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such BorrowingBorrowing (stated in the applicable Available Currency), (iiiii) the date of such Borrowing (which shall be a Business Day) and ), (iviii) whether the respective Borrowing shall consist of U.S. Loans or German Loans, (iv) in the case of Dollar Denominated Loans, whether the Dollar Denominated Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice , and (or telephonic notice promptly confirmed v) in writing) the case of each proposed BorrowingEuro Denominated Loans, of such Lender's proportionate share thereof and of the other matters covered by the Notice of BorrowingInterest Period to be initially applicable thereto.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans under any Facility, it shall give the Administrative Agent at its Notice Office, the Administrative Agent’s Office (xi) prior to 11:00 A.M. 1:00 p.m. (New York City time), ) at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each the Borrowing of LIBOR Initial Term Loans or any Borrowing of Incremental Term Loans (unless otherwise set forth in the applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially Eurodollar Loans, and (yii) prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the date prior to the date of each the Borrowing of Base Rate Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of such Term Loans are to be made hereunderABR Loans. Each such Such notice (eachtogether 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"”) shall be in substantially the form of Exhibit A and shall be irrevocable D and shall specify (i) the Facility pursuant aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to which such Borrowing is being be made, (ii) the aggregate principal amount date of the Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (which shall be a Business Daybe, (x) in the case of the Initial Term Loans, the Closing Date and, (y) in the case of the Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iviii) whether the respective Borrowing Initial Term Loans or Incremental Term Loans, as the case may be, 91 NY\6379601.11 shall consist of Base Rate ABR Loans or LIBOR and/or Eurodollar Loans and, if LIBOR the Initial Term Loans or Incremental Term Loans, as the case may be, are to include Eurodollar Loans, the Interest Period to be initially applicable thereto; provided that the Notice of Borrowing for the Borrowing of Initial Term Loans may be revocable and conditioned upon the closing of the Sheridan Acquisition; provided further that each Notice of Borrowing for a Borrowing of Term Loans other than the Initial Term Loans shall be irrevocable. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Initial Term Loans or Incremental Term Loans, as the case may be, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur ------------------- make a Borrowing hereunder (excluding Borrowings of Swingline Loans under any Facilityand Tranche A Revolving Loans incurred pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at its Notice Office, Office at least one Business Day's prior written (xor telephonic promptly confirmed in writing) prior to 11:00 A.M. (New York time), notice of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) notice of each Borrowing of LIBOR Loans and (y) prior Eurodollar Loan to 10:00 A.M. be made hereunder; provided that any such notice shall be deemed to have been given on a certain -------- day only if given before 12:00 Noon (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such written notice or written confirmation of telephonic notice (each, a "Notice of --------- Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be --------- irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A, --------- appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) ), whether the respective Loans being made pursuant to such Borrowing shall consist of constitute Term Loans or Revolving Loans and whether, subject to the other terms and provisions hereof, the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilityhereunder, it an Authorized Representative of the Borrower shall give the Administrative Agent at its the Notice Office, Office (xi) prior to 11:00 A.M. (New York time), at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Rate Loan to be incurred hereunder and (yii) prior to 10:00 A.M. (New York time) written notice on the proposed date thereof, written notice same Business Day (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans Loan to be made incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 a.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 2.09, shall be irrevocable and shall be given in writing by the Borrower in the form of Exhibit A and shall be irrevocable and shall L, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), (iii) and the Type of Loans comprising such Borrowing, (iv) whether in the respective Borrowing shall consist case of Base Eurodollar Rate Loans or LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be initially applicable theretoto such Borrowing, and (v) to which account the proceeds of such Loans are to be deposited. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing. If the borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any FacilityRevolving Loans, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, each a "Notice of Borrowing") shall be in the form of Exhibit A A-1 and shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iiiii) the date of Borrowing (which shall be a Business Day) and (iviii) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR (to the extent permitted) Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially 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 such LenderBank's proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans under any Facilityhereunder, it the Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to 10:00 be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:30 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A and shall be irrevocable and shall A-1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made incurred pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) ), whether the respective Revolving Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written Bank notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans under any Facilityhereunder, it the Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to 10:00 be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such notice (each, each a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) ), and (iviii) whether the respective Revolving Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilitymake a Borrowing hereunder, it shall give the Administrative Agent at its Notice Office, Office at least one Business Day's prior written notice (xor telephonic notice promptly confirmed in writing) prior to 11:00 A.M. (New York time), of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior Eurodollar Loan to 10:00 be made hereunder, PROVIDED that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such written notice or written confirmation of telephonic notice (each, a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) ), and (iv) whether the respective Revolving Loans being made pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written Bank notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilitya Borrowing of Loans, it the Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Loan and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), (iii) the specific uses to be made of the proceeds of such Loans and (iv) whether the respective Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, (and if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable theretoPeriod). The Administrative Agent shall promptly give each Lender Bank facsimile or other written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing. Notwithstanding anything to the contrary contained in this Agreement, unless the Administrative Agent otherwise agrees, no more than three (3) Notices of Borrowing may be given in any 30 consecutive day period.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facility, hereunder it shall give the Administrative Agent at its Notice OfficeOffice written notice (or telephonic notice promptly confirmed in writing) on the date such Loan is to be made of each Base Rate Loan, (x) prior to 11:00 A.M. (New York time), and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior Euro Rate Loan, provided that any such notice shall be deemed to 10:00 A.M. have been given on a certain day only if given before 1:00 P.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to date of such incurrence (which such Borrowing is being madeshall be a Business Day), (ii) whether the Loans being made shall constitute Term Loans, or Revolving Loans and the Applicable Currency of such Term Loans, (iii) the aggregate principal amount of the Loans to be made pursuant to such Borrowingmade, (iii) the date of Borrowing (which shall be a Business Day) and (iv) in the case of Dollar Loans, whether the respective Borrowing shall consist of such Loans being made are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR and (v) in the case of Euro Rate Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly (and in any event within one Business Day after its receipt of a Notice of Borrowing) give each Lender written which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowingincurrence, of such Lender's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower Company desires to incur Revolving Loans under any Facilityhereunder (excluding Borrowings of Revolving Loans incurred pursuant to Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 10:00 A.M. (New York time), at least three two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, each a "Notice of Borrowing") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall EXHIBIT A-1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially 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 such LenderBank's proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to ------------------- incur (x) Eurodollar Loans under any Facilityhereunder, it the Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to 10:00 be incurred hereunder, provided that (in each case) any such notice -------- shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made incurred pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) ), and (iv) whether the respective Revolving Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written Bank notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans under any Facility, it shall give the Administrative Agent at its Notice Office, the locations set forth in Section 13.2 (xi) prior to 11:00 A.M. 12:00 Noon (New York London time), ) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each the Borrowing of LIBOR Term Loans if all or any of such Term Loans are to be initially Eurodollar Loans and (yii) prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 A.M. (London time) on the date of each the Borrowing of Base Rate Term Loans if all such Term Loans are to be made hereunderABR Loans. Each such Such notice (eachtogether 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 BorrowingNOTICE OF BORROWING") shall be in the form of Exhibit A and shall be irrevocable and shall specify (i) the Facility pursuant aggregate principal amount of the Term Loans to which such Borrowing is being madebe made on the Term Loan Funding Date, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing Term Loan Funding Date (which shall be a Business Day) and (iviii) whether the respective Borrowing Term Loans shall consist of Base Rate ABR Loans or LIBOR and/or Eurodollar Term Loans and, if LIBOR the Term Loans are to include Eurodollar Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowingany Borrowing of Term Loans, of such Lender's proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to ------------------- incur Revolving Loans under any Facility(excluding Borrowings of Revolving Loans pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall A-1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially 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 such LenderBank's proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever Each Committed Borrowing shall be made on notice by the Borrower desires to incur Loans under any Facilitythe Agent, it which shall give the Administrative Agent at its Notice Officeto each Lender prompt notice thereof by telecopier or telex, (x) prior to given not later than 11:00 A.M. (New York City time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) on the date of each the proposed Committed Borrowing if such Committed Borrowing is to be comprised of LIBOR Loans Base Rate Advances and (y) prior to 10:00 no earlier than 9:00 A.M. (New York City time) and no later than 4:00 P.M. (New York City time) on the proposed third Business Day prior to such date thereof, written notice (or telephonic notice promptly confirmed in writing) of each if such Committed Borrowing of Base Rate Loans is to be made hereundercomprised of Eurodollar Rate Advances. Each such notice of a Committed Borrowing (each, a "Notice of Borrowing") shall be by telecopier, telex or cable, or by telephone confirmed immediately in writing, in substantially the form of Exhibit A and shall be irrevocable and shall specify B-2 hereto, specifying therein the requested (i) the Facility pursuant to which date of such Borrowing is being madeCommitted Borrowing, (ii) the aggregate principal amount Type of the Loans to be made pursuant to Advances comprising such Committed Borrowing, (iii) the date aggregate amount of such Committed Borrowing (which shall be a Business Day) and (iv) whether in the respective case of a Committed Borrowing shall consist consisting of Base Eurodollar Rate Loans or LIBOR Loans and, if LIBOR LoansAdvances, the initial Interest Period to be initially applicable theretofor each such Committed Advance. The Administrative Agent shall promptly give each Each Lender written notice shall, before 1:00 P.M. (or telephonic notice promptly confirmed in writingNew York City time) on the date of each proposed such Committed Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's proportionate share thereof and Pro Rata Share of the other matters covered by the Notice of Borrowing.such

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilitymake a Borrowing hereunder, it shall give the Administrative Agent at its Notice OfficeOffice at least three Business Days' (or, (xfor any Borrowing desired to be requested to be made on or prior to May 15, 2003, two Business Days') prior written notice of each Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time), at least three Business Days' prior . Each such written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.09, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), (iii) and whether the Loans being made pursuant to such Borrowing shall constitute First Priority Term Loans or Second Priority Term Loans, (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be initially applicable thereto, (v) the identity of the Vessel or Vessels, as applicable, to be acquired with the proceeds of the requested Borrowing of Loans and (vi) to which account the proceeds of such Loans are to be deposited. The Administrative Agent shall promptly give each Lender written which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the The Borrower desires shall deliver to incur Loans under any Facility, it shall give the Administrative Agent at its a Notice Officeof Borrowing (which may be telephonic, (xconfirmed promptly in writing) prior to 11:00 no later than 10:30 A.M. (New York City time)) (x) in the case of a Base Rate Loan, at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans on the proposed Funding Date and (y) prior to 10:00 A.M. (New York time) on in the case of a Eurodollar Rate Loan, three Business Days in advance of the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunderFunding Date. Each such notice (each, a "The Notice of Borrowing") shall be in the form of Exhibit A and shall be irrevocable and Borrowing shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing proposed Funding Date (which shall be a Business Day), (ii) and the amount of the proposed Term Loans, (iviii) whether the respective Borrowing shall Term Loans are to consist of Base Rate Loans or LIBOR Eurodollar Rate Loans andor a combination thereof and the amounts thereof, if LIBOR and (iv) in the case of Eurodollar Rate Loans, the Interest Period to be initially applicable theretotherefor. The Neither the Administrative Agent nor any Lender shall promptly give each Lender written incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower or for otherwise acting in good faith under this Section 2.01(b) and, upon funding of Term Loans by the Lenders in accordance with this Agreement pursuant to any telephonic notice, the Borrower shall have borrowed the Term Loans hereunder. Except as provided in Sections 2.01(c) and 2.09(d), a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice promptly confirmed in writinglieu thereof) of each proposed Borrowingshall be irrevocable on and after the related Interest Rate Determination Date, of such Lender's proportionate share thereof and of the other matters covered by the Notice of BorrowingBorrower shall be bound to make a borrowing in accordance therewith.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans under any Facilityhereunder, it shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder, it shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to 10:00 A.M. be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Term Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) ), and (iviii) whether the respective Term Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written which is required to make Term Loans notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facility, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made incurred hereunder. Each such notice (each, a "Notice of Borrowing") shall, except as expressly provided in Section 1.10, be irrevocable, and, in the case of each written notice and each written confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall hereto, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being to be made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective such Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans of the Facility specified in the respective Notice of Borrowing written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilityhereunder, it shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three one Business Days' Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Base Rate Loan and (y) at least three Business Days’ prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans Eurodollar Loan to be made 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 Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), (iii) and whether the Loans being incurred pursuant to such Borrowing shall constitute B-1 Term Loans or B-2 Term Loans, (iv) whether the respective Loans to be made pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Loans andEurodollar Loans, if LIBOR and (v) in the case of Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans under any Facility, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' prior the Administrative Agent’s Lending Office written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to 10:00 A.M. (a) in the case of a LIBOR Loan, 11:00 a.m. (New York City time) on at least three Business Days prior to the date of the proposed borrowing, and (b) in the case of an ABR Loan, 12:00 Noon (New York City time) at least one Business Day prior to the date thereof, written of the proposed borrowing. Such notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a "“Notice of Borrowing"”) shall be revocable (i) to the extent provided in Section 2.14(b), (ii) in the form case of Exhibit A a Funding Date intended to occur concurrently with the Acquisition Date, if the Acquisition is not consummated or is delayed and shall be irrevocable and (iii) if any of the other conditions in Section 4.02 or 4.03, as applicable, that are not reasonably within the control of the Borrower are not satisfied or waived. Such Notice of Borrowing shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowingmade, (iiiii) the proposed date of Borrowing the Loans (which shall be a Business Day) and ), (iviii) whether the respective Borrowing shall consist of Base Rate such Loans are to be ABR Loans or LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be initially applicable thereto, and (iv) remittance instructions for disbursement of the proceeds of the Loans. Each Notice of Borrowing shall be in substantially the form of Exhibit H. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each the proposed Borrowingborrowing of Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) Whenever the If a Borrower desires to incur (x) Euro Rate Loans under any Facilityhereunder, it such Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. Office no later than 2:00 p.m. (New York time), ) at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Euro Rate Loan to be incurred hereunder and (y) Base Rate Loans hereunder, such Borrower shall give the Administrative Agent prior to 10:00 A.M. notice at the Notice Office no later than 2:00 p.m. (New York time) on the proposed date thereof, written at least one Business Day prior notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans Loan is to be made incurred hereunder. Each such notice (each, each a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such BorrowingBorrowing (stated in the applicable Available Currency), (iiiii) the date of such Borrowing (which shall be a Business Day) and ), (iviii) whether the respective Borrowing shall consist of U.S. Loans or German Loans, (iv) in the case of Dollar Denominated Loans, whether the Dollar Denominated Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice , and (or telephonic notice promptly confirmed v) in writing) the case of each proposed BorrowingEuro Denominated Loans, of such Lender's proportionate share thereof and of the other matters covered by the Notice of BorrowingInterest Period to be initially applicable thereto.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans under any Facilityhereunder (excluding Borrowings of Revolving Loans incurred pursuant to a Mandatory Borrowing), it the Borrower shall give the Administrative Agent at its Notice Office, (x) Office at least one Business Day's prior to 11:00 A.M. (New York time), notice of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior Eurodollar Loan to 10:00 A.M. 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 in the proposed date thereof, written notice case of Eurodollar Loans and 2:00 p.m. (or telephonic notice promptly confirmed New York time) on such day in writing) of each Borrowing the case of Base Rate Loans to be made hereunderLoans. Each such notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective Revolving Loans being made pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written Bank notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans under any Facility(excluding Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) prior to 10:00 11:00 A.M. (New York time) on the proposed date thereofof each incurrence of Base Rate Loans, prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a ""Notice of Borrowing"'') shall, except as provided in Section 1.10(b), be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, ; (iiiii) the date of such Borrowing (which shall be a Business Day) and ); (iviii) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice ; and (or telephonic notice promptly confirmed in writingiv) of each proposed Borrowing, the respective portions of such Lender's proportionate share thereof Borrowing to constitute Acquisition Loans and of Working Capital Loans, as the other matters covered by the Notice of Borrowingcase may be.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any FacilityFacility (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 1:00 P.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall -1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being to be made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially 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 such LenderBank's proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Term Loans under any Facilityhereunder on the Effective Date, it an Authorized Representative of the Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' Office prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to not later than 10:00 A.M. (New York time) on the proposed date thereof, written notice (Effective Date if all or telephonic notice promptly confirmed in writing) any part of each Borrowing of the requested Terms Loans are to be initially Base Rate Loans, and not later than 2:00 P.M. (New York time) on the third Business Day prior to the Effective Date if all or any part of the requested Terms Loans are to be made hereunderinitially Eurodollar Loans. Each such written notice or written confirmation of telephonic notice (each, each a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by an Authorized Representative of the Borrower in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Term Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Term Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such the Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to ------------------- incur Loans under any FacilityFacility (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") shall be in the form of Exhibit A and shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR (to the extent permitted) Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans under any Facilityhereunder (excluding Borrowings of Revolving Loans incurred pursuant to a Mandatory Borrowing), it the Borrower shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, each a "Notice of Borrowing") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall A-1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially 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 such LenderBank's proportionate share thereof thereof, and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any the Facility, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. a.m. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such written notice (each, each a "Notice of BorrowingNOTICE OF BORROWING") shall be in the form of Exhibit EXHIBIT A hereto and shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iiiii) the date of Borrowing (which shall be a Business Day) and (iviii) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR (to the extent permitted) Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially 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 such LenderBank's proportionate share thereof and of the other matters covered by the Notice of Borrowing.. 1.04

Notice of Borrowing. (a) Whenever the a Borrower desires to incur Loans under any Facility, hereunder (excluding Existing Loans continued hereunder on the Restatement Effective Date) it shall give the Administrative Agent at its Notice OfficeOffice written notice (or telephonic notice promptly confirmed in writing) on the date such Loan is to be made of each Base Rate Loan, (x) prior to 11:00 A.M. (New York time), and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior Euro Rate Loan, provided that any such notice shall be deemed to 10:00 A.M. have been given on a certain day only if given before 1:00 P.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to date of such incurrence (which such Borrowing is being madeshall be a Business Day), (ii) whether the Loans being made shall constitute Term Loans, or Revolving Loans and the Applicable Currency of such Term Loans, (iii) the aggregate principal amount of the Loans to be made pursuant to such Borrowingmade, (iii) the date of Borrowing (which shall be a Business Day) and (iv) in the case of Dollar Loans, whether the respective Borrowing shall consist of such Loans being made are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR and (v) in the case of Euro Rate Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly (and in any event within one Business Day after its receipt of a Notice of Borrowing) give each Lender written Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowingincurrence, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans under any Facilityhereunder (excluding Borrowings of Revolving Loans incurred pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 1:00 P.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Bus iness Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall A-1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially 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 such LenderBank's proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans under any Facilityhereunder, it shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Loan to be incurred hereunder and (y) prior Base Rate Loans hereunder, it shall give the Administrative Agent same day notice of each Base Rate Loan to 10:00 A.M. be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such notice (each, a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Term Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Term Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written which is required to make Term Loans notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any FacilityFacility (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. 12:00 Noon (New York time), at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing proposed incurrence of LIBOR Eurodollar Loans and (y) at least one Business Day’s prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing proposed incurrence of Base Rate Loans to be made hereunderLoans. Each such notice (each, a "“Notice of Borrowing"”) shall be substantially in the form of Exhibit A and shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing incurrence is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowingincurrence, (iii) the date of Borrowing incurrence (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender with commitments pursuant to the respective Facility written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowingincurrence of Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans under any Facility, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three four Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") to the Agent of the date (which shall be a Business Day 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) [intentionally deleted], (iv) the Type of Loan which such borrowing will initially be, (v) whether such Loan will be a Libor Loan or a Base Rate (US) Loan and, if a Libor Loan, the requested Interest Period therefor, (vi) [intentionally deleted], and (vii) [intentionally deleted]. Notwithstanding the foregoing, however, Base Rate (US) Loans may be made upon two Business Days' telephone notice, Closing Office Time, by the Borrower to the Agent (confirmed as soon as possible thereafter in writing). Unless otherwise agreed to by the Agent and the Borrower, the Notice of Borrowing for all Loans after the Closing Date shall be substantially in the form of Exhibit A and shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR Loans and, if LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowinghereto.

Notice of Borrowing. (a) Whenever In the Borrower desires event that the Borrowers shall elect to incur Loans under any Facilityborrow from the Lenders pursuant hereto, it the Company shall give the Administrative Agent at its Notice Office, written notice thereof to each Lender not later than three (x3) Business Days prior to 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to 10:00 A.M. (New York time) on the proposed date thereofof such Loans, written provided that such notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate shall not be required with respect to Loans to be made hereunderon the Closing Date. Each such notice (each, a "Notice of Borrowing") shall be in the form of Exhibit A and shall be irrevocable by facsimile transmission, promptly confirmed by letter, and shall specify therein: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (such proposed Loans, which shall be a Business Day; (ii) and (iv) whether the respective Borrowing shall consist aggregate amount of Base Rate Loans or LIBOR Loans and, if LIBOR such proposed Loans, which Loans shall be in increments of $100,000; (iii) each Lender's pro rata portion of the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice aggregate amount of such proposed Loans (or telephonic notice promptly confirmed in writingi.e., such Lender's respective Loan) (determined on the basis of each proposed Borrowing, the ratio of such Lender's proportionate share thereof Commitment to the aggregate amount of all Commitments), which when aggregated together with the amount of all Loans of such Lender then outstanding shall not exceed the Commitment of such Lender; (iv) the bank account or accounts to which the proceeds of such Loans should be paid by the Lenders; and (v) a general description of the other matters covered intended use of the proceeds of such Loans. Upon such notice properly given, and subject to the determination by the Notice Required Holders that the Borrowers have satisfied the terms and conditions to the Lenders' obligations as set forth in Section 4.2 hereof, including, without limitation, compliance satisfactory to the Required Holders in their sole discretion with the terms of BorrowingSection 6.2(a) for use of proceeds, and the Lenders shall each fund their respective Loans at the time and to the account(s) specified in the Company's notice.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilityhereunder, it an Authorized Representative of the Borrower shall give the Administrative Agent at its the Notice Office, Office (xi) prior to 11:00 A.M. (New York time), at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Rate Loan to be incurred hereunder and (yii) prior written notice on the same Business Day of each Base Rate Loan to 10:00 A.M. be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 9:00 a.m. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such written notice (each, a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 2.09, shall be irrevocable and shall be given in writing by the Borrower in the form of Exhibit A and shall be irrevocable and shall M, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), (iii) and the Type of Loans comprising such Borrowing, (iv) whether in the respective Borrowing shall consist case of Base Eurodollar Rate Loans or LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be initially applicable theretoto such Borrowing, and (v) to which account the proceeds of such Loans are to be deposited. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing. If the borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans.

Notice of Borrowing. (a) Whenever the Borrower Company desires to incur Loans under any Facilityhereunder (excluding Swingline Loans, Canadian Dollar Loans, and Revolving Loans incurred pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made incurred hereunder. Each such notice (each, together with each notice referred to in Sections 1.03(b)(i) and 1.03(c), a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) whether the Facility Loans being incurred pursuant to which such Borrowing is being madeshall consist of Term Loans, Tranche A Revolving Loans or Tranche B Revolving Loans, (ii) the aggregate principal amount of the such Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans pursuant to the Borrowing specified in the respective Notice of Borrowing written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such LenderBank's proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilitya Borrowing hereunder, it shall give the Administrative Managing Agent at its Notice Office, Office at least one Business Day's prior written (xor telephonic promptly confirmed in writing) prior to 11:00 A.M. (New York time), notice of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) notice of each Borrowing of LIBOR Loans and (y) prior Eurodollar Loan to 10:00 be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on in the proposed date thereofcase of a Borrowing of Eurodollar Loans, written notice or 12:00 Noon (or telephonic notice promptly confirmed New York time) in writing) the case of each a Borrowing of Base Rate Loans to be made hereunderLoans, on such day. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) ), whether the respective Loans being made pursuant to such Borrowing shall consist of constitute Term Loans or Revolving Loans and whether the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Managing Agent shall promptly give each Lender written Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans under any Facilityhereunder, it the Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to 10:00 be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such notice (each, each a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) ), and (iviii) whether the respective Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written of the applicable Class notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. a) (a) Whenever the Borrower desires to incur Loans under any Facilitya Borrowing of Loans, it the Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Loan and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), (iii) the specific uses to be made of the proceeds of such Loans and (iv) whether the respective Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank facsimile or other written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing. Notwithstanding anything to the contrary contained in this Agreement, unless the Administrative Agent otherwise agrees, no more than four Notices of Borrowing may be given in any 30 consecutive day period.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans under any Facility, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three four Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writinga “Notice of Borrowing”) to the Lender of the date (which shall be a Business Day during the Commitment Period) of each proposed borrowing hereunder (the “Borrowing Date”). Such notice shall specify (subject to the provisions of LIBOR this Agreement) (i) the Borrowing Date, (ii) the total amount of the proposed borrowing, 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 Commitment at such time (after giving effect to all other Notices of Borrowings for Revolving Credit Loans pending at such time) and (yiii) prior the Type of Loan which such borrowing will initially be, (iv) whether such Loan will be a Libor Loan or a Base Rate (US) Loan and, if a Libor Loan, the requested Interest Period therefor. Notwithstanding the foregoing, however, Base Rate (US) Loans may be made upon two Business Days’ telephone notice, Closing Office Time, by the Borrower to 10:00 A.M. the Lender (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed as soon as possible thereafter in writing) of each Borrowing of Base Rate Loans ). Unless otherwise agreed to be made hereunder. Each such notice (eachby the Lender and the Borrower, a "the Notice of Borrowing") Borrowing for all Loans shall be substantially in the form of Exhibit A and shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR Loans and, if LIBOR Loans, the Interest Period to be initially applicable theretohereto. The Administrative Agent shall promptly give each Lender written notice Borrower may not have more than ten (or telephonic notice promptly confirmed in writing10) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of BorrowingLoans outstanding at any time.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilityhereunder, it shall give the Administrative Agent at its Notice Office, Office at least one Business Day's prior written notice (xor telephonic notice promptly confirmed in writing) prior to 11:00 A.M. (New York time), of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior Eurodollar Loan to 10:00 A.M. be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made incurred pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) ), whether the respective Loans being incurred pursuant to such Borrowing shall consist of constitute Term Loans or Revolving Loans, and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any FacilityRevolving Credit Loans, it the Borrower shall give a prior written notice (or a telephonic notice promptly confirmed in writing) of such proposed Borrowing to the Administrative Agent at its Notice the Administrative Agent’s Office, (xi) prior to 11:00 A.M. (New York time), 2:00 AMERICAS 111453311 p.m. at least three (3) U.S. Government Securities Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) writing)to the proposed 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 (yii) prior to 10:00 A.M. (New York time) 1:00 p.m. on the date of the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) Borrowing of each Borrowing of Base Rate Revolving Credit Loans if all or any of such Revolving Credit Loans are to be made hereunderABR Loans. Each such notice (each, a "Notice of Borrowing") shall be in the form of Exhibit A and shall be irrevocable and Borrowing shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (iiiii) the date of the Borrowing (which shall be a Business Day) ), and (iviii) whether the respective Borrowing shall consist of Base Rate ABR Loans, Term SOFR Loans or LIBOR and/or Daily Simple SOFR Loans and, if LIBOR SOFR 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 BorrowingBorrowing of Revolving Credit Loans, of such Lender's proportionate share Xxxxxx’s Revolving Credit Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Company desires that a Borrower desires to or Borrowers incur Loans under any Facilityto cover disbursements which are covered by a Draw Request or Draw Requests and may otherwise be incurred by such Borrower or Borrowers as contemplated by sections 2.1 and 2.3, it the Company shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 10:00 A.M. (New York timelocal time at its Notice Office), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (eacheach such notice, a "Notice of BorrowingNOTICE OF BORROWING") shall be substantially in the form of Exhibit A B-1, and in any event shall be irrevocable and shall specify specify: (i) the name of the Borrower or Borrowers which is to incur such Loans, the Facility pursuant to under which such Borrowing is being made, (ii) Loans are to be made and the aggregate principal amount of the Loans to be made by each such Borrower for each Project pursuant to any such Borrowing, ; (iiiii) the date of the Borrowing (which shall be a Business Day); (iii) whether any such Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) whether the respective if any requested Borrowing shall consist consists of Base Rate Loans or LIBOR Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate indirect share thereof and of the other matters covered by the Notice of BorrowingBorrowing relating thereto.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur Loans under any FacilityRevolving Loans, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and or (y) prior to 10:00 A.M. (New York time) on the proposed date thereofday of each Borrowing of Base Rate Loans, prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder). Each such notice (each, a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 1.10, shall be irrevocable, and, in the case of a written notice and a confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall hereto, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and ), (iviii) whether the respective Borrowing shall consist of Tranche 1 Revolving Loans or Tranche 2 Revolving Loans, and (iv) whether the respective Borrowings shall consist of Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans under any Facilityhereunder, it the Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to 10:00 be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such notice (each, each a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which whether such Borrowing is being madea Term Borrowing or a Revolving Borrowing, (ii) the aggregate principal amount of the Loans to be made incurred pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) ), and (iv) whether the respective Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written of the applicable Class notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any FacilityRevolving Loans, it the Borrower shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 1:00 P.M. (New York time), at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans to be made hereunder and (y) prior to 10:00 A.M. shall give the Administrative Agent at its Notice Office not later than 12:00 Noon (New York time) on the proposed date thereofday a Borrowing of Base Rate Loans is to be made, written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a "“Notice of Borrowing"”) shall be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall A-1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially 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 such Lender's Bank’s proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans under any Facility, it shall give the Administrative Agent at its Notice Office, the Administrative Agent’s Office (xi) prior to 11:00 A.M. 1:00 p.m. (New York City time), ) at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each the Borrowing of LIBOR Initial Term Loans or any Borrowing of Incremental Term Loans (unless otherwise set forth in the applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially EurodollarTerm SOFR Rate Loans, and (yii) prior to 10:00 A.M. (New York time) on the proposed date thereof, 80 LPL – Conformed A&R Credit Agreement written notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the date of each the Borrowing of Base Rate Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all such Term Loans are to be made hereunderABR Loans. Each such Such notice (eachtogether 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"”) shall be specify substantially in the form of Exhibit A and shall be irrevocable and shall specify D (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made pursuant to such Borrowingmade, (iiiii) the date of the Borrowing (which shall be a Business Day(x) in the case of Initial Term Loans, the Effective Date and (ivy) in the case of Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class), and (iii) whether the respective Borrowing Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of Base ABR Loans and/or EurodollarTerm SOFR Rate Loans or LIBOR Loans and, if LIBOR the Initial Term Loans or Incremental Term Loans, as the case may be, are to include EurodollarTerm SOFR Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Term Loans, of such Lender's Xxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) Whenever the any Borrower desires to incur make a Borrowing hereunder (excluding Borrowings of Swingline Loans under any Facilityand Mandatory Borrowings), it an Authorized Representative of such Borrower shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three one Business Days' Day's prior written notice (or telephonic notice promptly confirmed in writing) notice of each Borrowing of LIBOR Loans Base Rate Loan and (y) at least three Business Days' prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) notice of each Borrowing of Base Euro Rate Loans Loan to be made hereunder, PROVIDED that any such notice shall be deemed to have been given on a certain day only if given before (x) 2:00 P.M. (New York time) on such day (in the case of Dollar Revolving Loans) and (y) 1:00 P.M. (London time) on such day (in the case of Sterling Revolving Loans). Each such written notice or written confirmation of telephonic notice (each, a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by or on behalf of the respective Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such BorrowingBorrowing (stated in the Applicable Currency), (iii) the date of such Borrowing (which shall be a Business Day) and (iv) ), in the case of Dollar Revolving Loans, whether the respective Dollar Revolving Loans being made pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Euro Rate Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written Bank notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur make a Borrowing of Term Loans under any Facilityhereunder, it the Borrower shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three one (1) Business Days' Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Term Loans to be made hereunder. Each hereunder and at least three (3) Business Days’ (or such notice (each, a "Notice of Borrowing") shall be in shorter period as the form of Exhibit A and shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR Loans and, if LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingLIBO Rate Term Loan to be made hereunder; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion). Each such notice (each, of such Lender's proportionate share thereof and of the other matters covered by the a “Notice of Borrowing.”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing by or on behalf of the Borrower, in the form of Exhibit A-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of the Borrower to specify: (i) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be initially maintained as 48

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans under any Facilityhereunder, it the Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Loan to be incurred hereunder, and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to 10:00 be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such notice (eachtogether with each notice delivered pursuant to Section 2.03(b)(i), a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writ- ing, or by telephone promptly confirmed in writing, in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made incurred pursuant to such Borrowing, ; (iiiii) the date of such Borrowing (which shall be a Business Day) ); and (iviii) whether the respective Revolving Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written which is required to make Revolving Loans notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans under any Facility, it shall give the Administrative Agent at its Notice Office, the Administrative Agent's Office (xi) prior to 11:00 A.M. 12:00 Noon (New York City time), ) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each the Borrowing of Term Loans if all or any of such Term Loans are to be initially LIBOR Loans Loans, and (yii) prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York City time) on the date of each the Borrowing of Base Rate Term Loans if all such Term Loans are to be made hereunderABR Loans. Each such Such notice (eachtogether 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 BorrowingNOTICE OF BORROWING") shall be in the form of Exhibit A and shall be irrevocable and shall specify (i) the Facility pursuant aggregate principal amount of the Term Loans to which such Borrowing is being be made, (ii) the aggregate principal amount date of the Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (which shall be a Business Daythe Amendment Effective Date) and (iviii) whether the respective Borrowing Term Loans shall consist of Base Rate ABR Loans or and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each the proposed BorrowingBorrowing of Term Loans, of such Lender's proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur ------------------- Loans under any FacilityFacility (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic telephone notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, each a "Notice of Borrowing") shall be in the form ------------------- of Exhibit A 1.03 hereto and shall be irrevocable and shall specify (i) the ------------ Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR (to the extent permitted) Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to ------------------- incur Loans under any FacilityFacility (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 10:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") shall be in the form of Exhibit A and shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR (to the extent permitted) Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any FacilityFacility (excluding Revolving Loans incurred pursuant to a Mandatory Borrowing and Swingline Loans), it shall give the Administrative Agent at its Notice Office, Office at least (x) prior to 11:00 A.M. (New York time), at least three Business Days' Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Rate Loan to be made hereunder and (y) one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if actually received by the Agent before 11:00 A.M. (New York time) on such day. Each such notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed, to specify (i) the Facility pursuant to which such Borrowing is being to be made, (ii) the date of such Borrowing (which shall be a Business Day), (iii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (which shall be a Business Day) and (iv) whether the respective Loans to be made pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Rate Loans and, if LIBOR and (v) in the case of Eurodollar Rate Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice of (or telephonic notice promptly confirmed in writingi) of each such proposed Borrowing, of (ii) such Lender's proportionate share thereof thereof, if any, and of (iii) the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur ------------------- a Borrowing of Revolving Loans under any Facility(excluding Revolving Loans incurred pursuant to a Mandatory Borrowing), it the Borrower shall give the Administrative Agent at its Notice Office, Office at least one Business Day's prior written notice (xor telephonic notice promptly confirmed in writing) prior to 11:00 A.M. (New York time), of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior Eurodollar Loan to 10:00 A.M. be made hereunder, provided that any such -------- notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Revolving Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Euro dollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written Bank notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate proportion- ate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur ------------------- (x) Eurodollar Loans under any Facilityhereunder, it the Borrower shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Loan to be incurred hereunder and (y) prior to 10:00 A.M. (New York time) on Base Rate Loans hereunder, the proposed date thereof, Borrower shall give the Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of thereof no later than the date on which each Borrowing of Base Rate Loans Loan is to be made incurred hereunder, provided that (in each case) any such notice shall be deemed -------- to have been given on a certain day only if given before 11:00 A.M. (New York time) on such day. Each such notice (each, a "Notice of Borrowing") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and ), (iviii) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable theretothereto and (iv) the specific purposes for which the proceeds of such Revolving Loans are to be used. The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such LenderBank's proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Credit Loans under any Facilityhereunder (other than Borrowings to repay Unpaid Drawings), it shall give the Administrative Agent at its Notice Officethe locations set forth in Section 12.2, (xi) prior to 11:00 A.M. (New York time), at least three Business Days' prior a written notice Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York time) at least three Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (yii) prior to 10:00 A.M. (New York time) on the proposed date thereof, a written notice Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York time) on the proposed day of each Borrowing of Base Rate Loans to be made hereunderABR Loans. Each such notice (each, a "Notice of Borrowing") shall be , except as otherwise expressly provided in the form of Exhibit A and Section 2.10, shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (iiiii) the date of Borrowing (which shall be a Business Day) and ), (iviii) whether the respective Borrowing shall consist of Base Rate ABR Loans or LIBOR Loans andLoans, (iv) if such Borrowing shall consist of LIBOR Loans, the Interest Period to be initially applicable theretothereto and (v) 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 BorrowingBorrowing of Revolving Credit Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilityrequest a Borrowing hereunder, it the Borrower shall give the Administrative Agent at its the Notice OfficeOffice at least three Business Days’ prior notice of each Loan to be incurred hereunder, provided that (xin each case) prior any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to 10:00 A.M. (New York City time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such notice (each, a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A and shall be irrevocable and shall specify A, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such BorrowingBorrowing (stated in the relevant Available Currency), (iiiii) the date of such Borrowing (which shall be a Business Day), (iii) and whether the Loans being incurred pursuant to such Borrowing are to be Dollar Denominated Loans, Euro Denominated Loans, NOK Denominated Loans or Sterling Denominated Loans, (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be initially applicable theretothereto and (v) to which account the proceeds of such Loans are to be deposited. The Administrative Agent shall promptly give each Lender written which is required to make Loans, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilityhereunder (excluding Swingline Loans and Revolving Loans incurred pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 1:00 P.M. (New York time), at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day’s prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made incurred hereunder. Each such notice (each, together with each notice referred to in Section 2.03(b)(i), a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 2.10, shall be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) whether the Facility Loans being incurred pursuant to which such Borrowing is being madeshall consist of Term Loans or Revolving Loans, (ii) the aggregate principal amount of the such Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans pursuant to the Borrowing specified in the respective Notice of Borrowing written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's Bank’s proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Term Loans under any Facilityor Revolving Loans, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 1:00 P.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans ([one] Business Day's in the case of any Borrowing of Loans on the Restatement Effective Date) and (y) prior to 10:00 A.M. (New York time) on the proposed date thereof, thereof written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (eacheach such notice, a "Notice of Borrowing") (or the written confirmation) shall be in the form of Exhibit A A-1 and (y) shall be irrevocable and shall specify specify: (i) the Facility pursuant to which such Borrowing is being made, ; (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, ; (iii) the date of Borrowing (which shall be a Business Day) ); and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially 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 such LenderBank's proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur make a Borrowing of Second-Lien Loans under any Facilityhereunder, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 12:00 Noon (New York time), at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day’s prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such written notice or written confirmation of telephonic notice (each, a "“Notice of Borrowing"”) shall, except as otherwise expressly provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be given by an Authorized Officer of the Borrower in the form of Exhibit A and shall be irrevocable and shall specify A, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Second-Lien Loans to be made pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Second-Lien Loans written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Credit Loans under any Facilityhereunder (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings), it shall give the Administrative Agent at its Notice Office, the Administrative Agent's Office (xi) prior to 11:00 A.M. 12:00 Noon (New York time), ) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Revolving Credit Loans and (yii) prior to 10:00 A.M. 12:00 Noon (New York time) on the proposed date thereof, at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunderABR Loans. Each such notice (eachtogether with each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(b), a "Notice of Borrowing") shall be ), except as otherwise expressly provided in the form of Exhibit A and Section 2.10, shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (iiiii) the date of Borrowing (which shall be a Business Day) and (iviii) whether the respective Borrowing shall consist of Base Rate ABR Loans or LIBOR Eurodollar Revolving Credit Loans and, if LIBOR Eurodollar Revolving Credit Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Revolving Credit Loans, of such Lender's proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans under any Facilityhereunder, it shall give the Administrative Agent at its the Notice Office, Office at least one Business Day's prior written notice (xor telephonic notice promptly confirmed in writing) prior to 11:00 A.M. (New York time), of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior Eurodollar Rate Loan to 10:00 A.M. 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 the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such written notice or written confirmation of telephonic notice (each, a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and ), (iviii) whether the respective Borrowing shall consist of such Revolving Loans are to be incurred as Base Rate Loans or LIBOR Eurodollar Rate Loans and, if LIBOR Eurodollar Rate Loans, the initial Interest Period to be initially applicable thereto, (iv) the Borrowing Base Amount at such time (based on the Borrowing Base Certificate last delivered or then being delivered) and (v) the sum of (I) the aggregate principal amount of all Loans outstanding at such time (after giving effect to the proposed Borrowing) and (II) the aggregate amount of all Letter of Credit Outstandings at such time. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur Loans under any FacilityFacility (excluding Swingline Loans and RF Loans made pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 12:00 Noon (New York time), at least three (or with respect to Borrowings made on the Closing Date, one) Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing proposed incurrence of LIBOR Eurodollar Loans and (y) prior to 10:00 A.M. 12:00 Noon (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing proposed incurrence of Base Rate Loans to be made hereunderLoans. Each such notice (each, a "“Notice of Borrowing"”) shall be in the form of Exhibit A A-1 and shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing incurrence is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowingincurrence, (iii) the date of Borrowing incurrence (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, incurrence of Loans of such Lender's ’s proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) Eurodollar Loans under any Facilityhereunder, it the Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Eurodollar Loan to be incurred hereunder, and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursu­ant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to 10:00 be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such notice (eachtogether with each notice delivered pursuant to Section 2.03(b)(i), a "“Notice of Borrowing") Borrow­ing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writ­ing, or by telephone promptly confirmed in writing, in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made incurred pursuant to such Borrowing, ; (iiiii) the date of such Borrowing (which shall be a Business Day) ); and (iviii) whether the respective Revolving Loans being incurred pursuant to such Borrowing shall consist of are to be initially main­tained as Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written which is required to make Revolving Loans notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's proportionate ’s propor­tionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur make a Borrowing hereunder (excluding Borrowings of Swingline Loans under any Facilityand Mandatory Borrowings), it an Authorized Representative of the Borrower shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three one Business Days' Day's prior written notice (or telephonic notice promptly confirmed in writing) notice of each Borrowing of LIBOR Loans Base Rate Loan and (y) at least three Business Days' prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) notice of each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) (or until 1:00 P.M. (New York time) in the case of a Borrowing of Base Rate Loans to be made hereunderLoans) on such day. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective Revolving Loans being made pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written Bank notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur ------------------- Revolving Loans under any Facilityhereunder (excluding Borrowings of Swingline Loans and Revolving Loans incurred pursuant to Mandatory Borrowings), it an Authorized Representative of the Borrower shall give the Administrative Agent at its the Notice Office, Office at least one Business Day's prior written notice (xor telephonic notice promptly confirmed in writing) prior to 11:00 A.M. (New York time), of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior Eurodollar Loan to 10:00 be made hereunder, provided that any such notice shall -------- be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by an Authorized Representative of the Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective Revolving Loans being made pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans under any Facility(excluding Borrowings of Revolving Loans pursuant to a Mandatory Borrowing), it the Borrower shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 1:00 P.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans to be made hereunder and (y) prior to 10:00 A.M. shall give the Administrative Agent at its Notice Office not later than 12:00 Noon (New York time) on the proposed date thereofday a Borrowing of Base Rate Loans is to be made, written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall A-1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially 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 such LenderBank's proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any the Facility, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, each a "Notice of Borrowing") shall be in the form of Exhibit A and A, shall be signed by an Authorized Officer, shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iiiii) the date of Borrowing (which shall be a Business Day) and ), (iviii) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR (to the extent permitted) Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto, (iv) disbursement instructions and (v) a description in reasonable detail of the use to which such Loan proceeds are to be applied in respect of the construction of the Drillship. The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such LenderBank's proportionate propor tionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Term Loans under any Facilityhereunder, it an Authorized Representative of the Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' Office prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to not later than 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans Loan incurred hereunder, and not later than 11:00 A.M. (New York time) on the third Business Day prior to be made each Eurodollar Loan incurred hereunder. Each such written notice or written confirmation of telephonic notice (each, each a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by an Authorized Representative of the Borrower in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Term Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Term Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto and (iv) whether the respective Borrowing shall consist of Base Rate Loans Acquisition or LIBOR Loans and, if LIBOR Loans, the Interest Period Acquisitions to be initially applicable theretoconsummated or reimbursed with the proceeds of such Term Loans. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such the Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any FacilityLoans, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 1:00 P.M. (New York Cleveland, Ohio time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (eacheach such notice, a "Notice of BorrowingNOTICE OF BORROWING") (or the written confirmation) shall be in the form of Exhibit A A-1 and shall be irrevocable and shall specify specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, ; (iiiii) the date of Borrowing (which shall be a Business Day) ); and (iviii) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans under any Facilityhereunder, it an Authorized Representative of the Borrower shall give the Administrative Agent at its Notice Office, Office at least one Business Day's prior written notice (xor telephonic notice promptly confirmed in writing) prior to 11:00 A.M. (New York time), of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing Eurodollar Loan to be made hereunder; provided, that any such notice shall be deemed to have been given on a certain day only if given before (i) in the case of LIBOR Loans and (y) prior to 10:00 Eurodollar Loans, 11:00 A.M. (New York time) on such day or (ii) in the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing case of Base Rate Loans to be made hereunderLoans, 12:00 Noon (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by such Authorized Representative in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) ), and (iv) whether the respective Revolving Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written Bank notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to ------------------- incur Loans under any FacilityFacility (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunderhere under. Each such notice (each, a "Notice of Borrowing") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall A-1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being to be made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially 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 such LenderBank's proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilityto cover disbursements which are covered by a Draw Request or Draw Requests and may otherwise be incurred by the Borrower as contemplated by sections 2.1 and 2.3, it the Borrower shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 10:00 A.M. (New York timelocal time at its Notice Office), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (eacheach such notice, a "Notice of BorrowingNOTICE OF BORROWING") shall be substantially in the form of Exhibit A B-1, and in any event shall be irrevocable and shall specify specify: (i) the Facility pursuant particular Project or Projects to which such Borrowing is being madeLoans will relate, (ii) and the aggregate principal amount of the Loans to be made for such Project or Projects pursuant to any such Borrowing, ; (iiiii) the date of the Borrowing (which shall be a Business Day); (iii) whether any such Borrowing shall consist of Prime Rate Loans or LIBOR Loans; and (iv) whether the respective if any requested Borrowing shall consist consists of Base Rate Loans or LIBOR Loans and, if LIBOR Loans, the Interest Period to be initially applicable thereto. Notwithstanding anything contained in the foregoing to the contrary, all Loans related to a particular Project must be of the same Type. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of BorrowingBorrowing relating thereto.

Notice of Borrowing. (a) Whenever the Borrower desires to ------------------- incur Loans under any FacilityFacility (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall Exhib-it A-1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being to be made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially 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 such LenderBank's proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilityhereunder (excluding Borrowings of Swingline Loans and RL Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Euro Rate Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being madeto be made and, in the case of Revolving Loans, the Approved Currency for such Loans, (ii) the aggregate principal amount of the Loans to be made pursuant to such BorrowingBorrowing (stated in the applicable Approved Currency in the case of Revolving Loans), (iii) the date of such Borrowing (which shall be a Business Day) and ), (iv) in the case of U.S. Dollar Denominated Loans, whether the respective U.S. Dollar Denominated Loans being made pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR and (v) in the case of Euro Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Term Loans under any Facilityhereunder on or after the Effective Date, it an Authorized Representative of the Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' Office prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to not later than 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans Loan incurred hereunder, and not later than 11:00 A.M. (New York time) on the third Business Day prior to be made each Eurodollar Loan incurred hereunder. Each such written notice or written confirmation of telephonic notice (each, each a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by an Authorized Representative of the Borrower in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Term Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Term Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such the Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facility, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made incurred hereunder. Each such notice (each, a "Notice of Borrowing") shall, except as expressly provided in Section 1.10, be irrevocable, and, in the case of each written notice and each written confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall hereto, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being to be made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective such Borrowing shall consist of Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans in respect of the Facility specified in the respective Notice of Borrowing written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Each Borrower desires to incur Loans under any Facility, it shall give the Administrative Agent at its Notice Office, the Administrative Agent’s Office (xi) prior to 11:00 A.M. 12:00 Noon (New York time), ) at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each the Borrowing of Term Loans if all or any of such Term Loans are to be initially LIBOR Loans Loans, and (yii) prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York time) on the date of each the Borrowing of Base Rate Term Loans if all such Term Loans are to be made hereunderABR Loans. Each such Such notice (eachtogether with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) or 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a "“Notice of Borrowing"”) shall be in the form of Exhibit A and shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowing, (iiiii) the date of the Borrowing (which shall be a Business Daythe Closing Date) and (iviii) whether the respective Borrowing Term Loans shall consist of Base Rate ABR Loans or and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each the proposed BorrowingBorrowing of Term Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans under any Facility, it shall give the Administrative Agent at its Notice Office, the Administrative Agent’s Office (xi) prior to 11:00 A.M. 1:00 p.m. (New York City time), ) at least three two Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each the Borrowing of LIBOR Term Loans if such Term Loans are to be initially Term SOFR Term Loans denominated in Dollars and (yii) prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon (New York City time) on the date of each the Borrowing of Base Rate Term Loans if such Term Loans are to be ABR Loans. 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”) shall specify the Class of Term Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") shall be in the form of Exhibit A borrowed and shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowingmade, (iiiii) the date of the Borrowing (which shall be a Business Day) and (iviii) whether the respective Borrowing Term Loans shall consist of Base Rate ABR Term Loans or LIBOR and/or Term SOFR Term Loans and, if LIBOR the Term Loans are to include Term SOFR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each the proposed BorrowingBorrowing of Term Loans, of such Lender's Xxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans under any Facility(excluding Borrowings of Revolving Loans pursuant to a Mandatory Borrowing), it the Borrower shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") shall be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall A-1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly on that day confirmed in writing) of each proposed BorrowingBor- rowing, of such LenderBank's proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur Loans under any FacilityRevolving Loans, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and or (y) prior to 10:00 A.M. (New York time) on the proposed date thereofday of each Borrowing of Base Rate Loans, prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder). Each such notice (each, a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 1.10, shall be irrevocable, and, in the case of a written notice and a confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall hereto, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and ), (iviii) whether the respective Borrowing shall consist of Tranche 1 Revolving Loans, Tranche 2 Revolving Loans or Tranche 3 Revolving Loans, and (iv) whether the respective Borrowings shall consist of Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered by the Notice of Borrowing.. Back to Contents

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans under any Facilityhereunder (excluding Borrowings of Swingline Loans and Revolving Loans incurred pursuant to Mandatory Borrowings), it an Authorized Representative of the Borrower shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), at least three Business Days' Office prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to not later than 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans Loan incurred hereunder, and not later than 11:00 A.M. (New York time) on the third Business Day prior to be made each Eurodollar Loan incurred hereunder. Each such written notice or written confirmation of telephonic notice (each, each a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by an Authorized Representative of the Borrower in the form of Exhibit A and shall be irrevocable and shall specify A-1, appropriately completed to specify: (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made incurred pursuant to such Borrowing, (iiiii) the date of such Borrowing (which shall be a Business Day) and (iviii) whether the respective Revolving Loans being incurred pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilityhereunder, it a Responsible Officer of the Borrower shall give the Administrative Agent at its the Notice Office, written notice (xor telephonic notice promptly confirmed in writing) prior to 11:00 A.M. (New York time), on the date of each Borrowing of Base Rate Loans and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior Eurodollar Loan to 10:00 be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York City time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by a Responsible Officer of the Borrower in the form of Exhibit A and shall be irrevocable and shall A-1, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective Loans being made pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower Company desires to incur Loans under any Facilityhereunder (excluding Swingline Loans, Canadian Dollar Loans, and Revolving Loans incurred pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Eurodollar Loans and (y) at least one Business Day's prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made incurred hereunder. Each such notice (each, together with each notice referred to in Sections 1.03(b)(i) and 1.03(c), a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) whether the Facility Loans being incurred pursuant to which such Borrowing is being madeshall consist of Term Loans, B Term Loans, Tranche A Revolving Loans or Tranche B Revolving Loans, (ii) the aggregate principal amount of the such Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans pursuant to the Borrowing specified in the respective Notice of Borrowing written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such LenderBank's proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilityrequest (i) the Tranche A Term Loan Borrowing, it the Borrower shall give the Administrative Agent at its the Notice OfficeOffice at least one day’s prior notice of the Tranche A Term 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 5:00 P.M. (xNew York City time) on such day, and (ii) the Tranche B Term Loan Borrowing, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of the Tranche B Term Loans to be incurred hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior to 10:00 A.M. (New York City time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such notice (each, a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 2.09, shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit A and shall be irrevocable and shall specify A, appropriately completed to specify: (i) whether the Facility pursuant to which such requested Borrowing is being madea Tranche A Term Loan or a Tranche B Term Loan, as applicable, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) ), and (iv) whether to which account the respective Borrowing shall consist proceeds of Base Rate such Loans or LIBOR Loans and, if LIBOR Loans, the Interest Period are to be initially applicable theretodeposited. The Administrative Agent shall promptly give each Lender written which is required to make Loans, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilityhereunder, it shall give the Administrative Agent at its Notice Office, Office at least one Business Day's prior written notice (xor telephonic notice promptly confirmed in writing) prior to 11:00 A.M. (New York time), of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (y) prior Eurodollar Loan to 10:00 A.M. be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereundersuch day. Each such written notice or written confirmation of telephonic notice (each, each a "Notice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made incurred pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) ), whether the respective Loans being incurred pursuant to such Borrowing shall consist of constitute Revolving Loans or Term Loans, and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facilityhereunder, it shall give the Administrative Agent at its Notice Office, (x) prior to 11:00 A.M. 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing proposed incurrence of LIBOR Eurodollar Loans and (y) prior to 10:00 11:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Borrowing proposed incurrence of Base Rate Loans (other than Revolving Loans made pursuant to be made hereunderSection 3.05(a)(ii)). Each such notice (each, a "Notice of Borrowing") shall be in the form of Exhibit A and shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowingincurrence, (iiiii) the date of Borrowing incurrence (which shall be a Business Day), (iii) whether the Loans to be made pursuant to such incurrence shall be Term Loans or Revolving Loans and (iv) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR or, to the extent permitted hereunder, Eurodollar Loans and, and if LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender that is required to make Loans of the Tranche specified in the respective Notice of Borrowing written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, incurrence of such Loans and of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Credit Loans under any Facilityhereunder (other than Borrowings to repay Unpaid Drawings), it shall give the Administrative Agent at its Notice Officean 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)), (xi) prior to 11:00 A.M. (New York time), at least three Business Days' prior a written notice Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon (New York time) at least three Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (yii) prior to 10:00 A.M. (New York time) on the proposed date thereof, a written notice Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York time) on the proposed day of each Borrowing of Base Rate Loans to be made hereunderABR Loans. Each such notice (each, a "Notice of Borrowing") shall be , except as otherwise expressly provided in the form of Exhibit A and Section 2.10, shall be irrevocable and shall specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (iiiii) the date of Borrowing (which shall be a Business Day) and ), (iviii) whether the respective Borrowing shall consist of Base Rate ABR Loans or LIBOR Loans andLoans, (iv) if such Borrowing shall consist of LIBOR Loans, the Interest LIBOR Period to be initially applicable theretothereto and (v) 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 BorrowingBorrowing of Revolving Credit Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) Whenever the Borrower desires Borrowers desire to incur Revolving Loans under any Facilityhereunder (excluding Borrowings of Swingline Loans and Revolving Loans incurred pursuant to Mandatory Borrowings), it an Authorized Representative of the Borrowers shall give the Administrative Agent at its the Notice Office, (x) prior to 11:00 A.M. (New York time), Office at least three one Business Days' Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans Base Rate Loan and (y) at least three Business Days’ prior to 10:00 A.M. (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) (or before 12:00 Noon (New York time) in the case of a Borrowing of Base Rate Loans to be made hereunderLoans) on such day. Each such written notice or written confirmation of telephonic notice (each, each a "“Notice of Borrowing") ”), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrowers in the form of Exhibit A and shall be irrevocable and shall A, appropriately completed to specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) whether the respective Revolving Loans being made pursuant to such Borrowing shall consist of are to be initially maintained as Base Rate Loans or LIBOR Eurodollar Loans and, if LIBOR Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing.