Common use of Notice of Borrowing Clause in Contracts

Notice of Borrowing. When the Borrower desires to ------------------- borrow under this Section 2.2, it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocable.

Notice of Borrowing. When (a) Whenever the Borrower Company or the German Borrower, as the case may be, desires to ------------------- borrow under this Section 2.2incur Revolving Loans hereunder, it shall deliver to give the Agent a at its Notice ----------- Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of Borrowingeach Base Rate Loan, signed by it, at least two Business Days' prior written notice (ior telephonic notice confirmed in writing) on the Closing Date, in the case of each Fixed CD Rate Loan to be made hereunder, at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan and at least five Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Alternate Currency Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a Borrowing of Revolving Loans on the Closing Date and certain day only if given before 11:00 A.M. (ii) no later than 11:00 a.m. (Los Angeles New York time) on such day. Each such written notice or written confirmation of telephonic notice (Aeach a "Notice of Borrowing") on shall be written in English, irrevocable and shall be given by the Business Day immediately preceding Company or the proposed Funding DateGerman Borrower, as the case may be, in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit B- 1, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall appropriately completed to specify (i) the proposed Funding Date name of such Borrower, (ii) the date of such incurrence (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) that the Loans being made shall constitute Revolving Credit Availability as of Loans and the date of Applicable Currency for such Notice of BorrowingRevolving Loans, (iv) whether the proposed Borrowing will aggregate principal amount of the Loans to be of Reference Rate Loans or Eurodollar Rate Loansmade (stated in the Applicable Currency), (v) in the case of Dollar Loans, whether such Dollar Loans being made are to be initially maintained as Base Rate Loans, Fixed CD Rate Loans or Eurodollar Loans and (vi) in the case of Fixed Rate Loans, the requested Eurodollar initial Interest Period to be applicable thereto. The Agent shall promptly give each Lender notice of such proposed incurrence, of such Lender's proportionate share thereof and (vi) instructions for the disbursement of the proceeds of other matters required by the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to make ------------------- borrow under this Section 2.2a Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrow ings), it shall deliver to give the Agent at its Notice Office, prior to 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and at least one Business Day's 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, signed by itexcept as otherwise expressly provided in Section 1.10, (i) on the Closing Datebe irrevocable, and, in the case of a Borrowing each written notice and each confirmation of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Datetelephonic notice, shall be in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the respective Borrowing shall consist of Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed respective Borrowing will be shall consist of Reference Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto and (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)proceeds of which are to be utilized to finance, in whole or in part, the Borrower may give purchase price of a Permitted Acquisition, (x) a reference to the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b)officer's certificate, if any, delivered in accordance with Section 8.14, (y) the Borrower confirms aggregate principal amount of such notice by delivery Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the Total Unutilized Revolving Loan Commitment then in effect after giving effect to the respective Permitted Acquisition (and all payments to be made in connection therewith). The Agent shall promptly give each Bank which is required to make Loans of -------------- the required Tranche specified in the respective Notice of Borrowing to the Agent by facsimile transmission promptlyBorrowing, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing written notice (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of such Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to this Section 2.2(b) shall be -------------- irrevocablespecified in the Notice of Borrowing.

Notice of Borrowing. When the Borrower desires U.K. Borrowers desire the U.K. Swing Line Lender to ------------------- borrow under this Section 2.2make a U.K. Swing Line Loan, it they shall deliver send to the Agent a Notice ----------- of Borrowing, U.K. Swing Line Lender written notice appropriately completed and signed by it, a Responsible Officer of the U.K. Borrowers in the form of Exhibit G-2 hereto (or telephonic notice confirmed in a writing in the form of Exhibit G-2 hereto) or such other form as may be approved by the U.K. Swing Line Lender (including any form on an electronic platform or electronic transmission system as shall be approved by the U.K. Swing Line Lender) of each U.K. Swing Line Loan requested hereunder (a “U.K. Swing Line Loan Request”) not later than (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate LoansU.K. Swing Line Loans denominated in Sterling, 10:00 a.m. (London time), or (ii) in the requested Eurodollar Interest Period and case of U.K. Swing Line Loans denominated in Dollars or Euros, 11:00 a.m. (vi) instructions for London time), on the disbursement proposed Drawdown Date of any U.K. Swing Line Loan. Each such U.K. Swing Line Loan Request shall set forth the proceeds principal amount of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)U.K. Swing Line Loan, the Borrower may give currency in which such U.K. Swing Line Loan should be made and the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b)Swing Line Loan Maturity Date relating to such U.K. Swing Line Loan, if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but which shall in no event be later than 5:00 the Maturity Date. Each U.K. Swing Line Loan Request shall be irrevocable and binding on the U.K. Borrowers and shall obligate the U.K. Borrowers to borrow the U.K. Swing Line Loan from the U.K. Swing Line Lender on the proposed Drawdown Date thereof. Upon satisfaction of the applicable conditions set forth in this Agreement, on the proposed Drawdown Date the U.K. Swing Line Lender shall make the U.K. Swing Line Loan available to the U.K. Borrowers no later than 3:00 p.m. (Los Angeles London time) on the same day, proposed Drawdown Date by crediting the original amount of which facsimile copy shall be delivered the U.K. Swing Line Loan to the Agent within three (3) days account specified by the U.K. Borrowers; provided that the U.K. Swing Line Lender shall not advance any U.K. Swing Line Loans after it has received notice from any Bank that a Default or Event of Default has occurred and stating that no new U.K. Swing Line Loans are to be made until such Default or Event of Default has been cured or waived in accordance with the date provisions of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableAgreement.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) LIBOR Loans hereunder, it the Borrower shall deliver to give the Administrative Agent a at the Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) Office at least three (3) Business Days Days’ (and in advance respect of the proposed Funding Loans to be funded on the Closing Date, two (2) Business Days’) prior notice of each LIBOR Loan to be incurred hereunder, (y) Alternate Currency Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least four (4) Business Days’ prior notice of each Alternate Currency Loan hereunder, and (z) 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 notice of each Base Rate Loan to be incurred hereunder on the date of such Borrowing; 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 City time) on such day (10:00 A.M. (New York City time) in the case of a Borrowing of Eurodollar Base Rate Loans after the Closing DateLoan). Such Each such notice (each, a “Notice of Borrowing Borrowing”), except as otherwise expressly provided in Section 2.11, shall specify be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit F, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Revolving Loans, whether such Revolving Loans will be denominated in Dollars or an Alternate Currency (and if an Alternate Currency, which Alternate Currency), (v) whether any Dollar Denominated Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the requested Eurodollar initial Interest Period to be applicable thereto and (vi) instructions for in the disbursement case of Alternate Currency Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender that is required to make Loans of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder, and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on such day. Each such notice (together with each notice delivered pursuant to Section 2.22.03(b)(i), it shall deliver to the Agent a “Notice ----------- of Borrowing”), signed except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by ittelephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) on the Closing Dateaggregate principal amount of the Loans to be incurred pursuant to such Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute A Term Loans, B Term Loans, Revolving Loans or Incremental Term Loans and, if Incremental Term Loans, the specific Tranche thereof; (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto; and (v) in the case of a Borrowing of Revolving Loans on the Closing Date proceeds of which are to be utilized to finance in whole or in part, a Permitted Acquisition (or to pay any fees and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, expenses incurred in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Dayconnection therewith), (ii) the amount of the proposed Total Unutilized Revolving Loan Commitment after giving effect to such Borrowing, (iii) the Revolving Credit Availability as . The Administrative Agent shall promptly give each Lender which is required to make Loans of the date of such Tranche specified in the respective Notice of Borrowing, (iv) whether notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proposed Borrowing will other matters required by the immediately preceding sentence to be of Reference Rate Loans or Eurodollar Rate Loans, (v) specified in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2make a Borrowing of Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall deliver give the Administrative Agent at its Notice Office, prior to the Agent 12:00 Noon (New York time), at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and at least one Business Day’s prior 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, signed by itexcept as otherwise expressly provided in Section 1.10, (i) on the Closing Datebe irrevocable, and, in the case of a Borrowing each written notice and each confirmation of Revolving Loans on telephonic notice, shall be given by an Authorized Officer of the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, Borrower in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the respective Borrowing shall consist of Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed respective Borrowing will be shall consist of Reference Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto and (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on any of the Closing Date)proceeds of which are to be utilized to finance, in whole or in part, the Borrower may give purchase price of a Permitted Acquisition, (x) a reference to the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b)officer’s certificate, if any, delivered in accordance with Section 8.14, (y) the Borrower confirms aggregate principal amount of such notice by delivery Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the Total Unutilized Revolving Loan Commitment in effect immediately after giving effect to the respective Permitted Acquisition (and all Borrowings and payments to be made in connection therewith and post-closing purchase price adjustments and capital expenditures described in Section 8.14(a)(x)). The Administrative Agent shall promptly give each Lender which is required to make Loans of -------------- the required Tranche specified in the respective Notice of Borrowing to the Agent by facsimile transmission promptlyBorrowing, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing written notice (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to this Section 2.2(b) shall be -------------- irrevocablespecified in the Notice of Borrowing.

Notice of Borrowing. When (a) Whenever the U.S. Borrower desires or the German Borrowers desire to ------------------- borrow under this Section 2.2incur Loans hereunder (excluding Borrowings (x) of Swingline Loans and (y) Revolving Loans incurred pursuant to a Mandatory Borrowing), it (or they) shall deliver give the Administrative Agent at its Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Euro Rate Loan to the Agent be incurred hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each a "Notice ----------- of Borrowing"), signed except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by itthe U.S. Borrower or the German Borrowers, (i) on as the Closing Datecase may be, in the case form of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (Exhibit A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall appropriately completed to specify (i) the proposed Funding Date name of such Borrower or Borrowers, (ii) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the Applicable Currency), (iii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Loans being incurred pursuant to such Borrowing will be of Reference Rate shall constitute U.S. Borrower Tranche A Term Loans, German Borrower Tranche A Term Loans, Delayed Draw Term Loans, Tranche B Term Loans, Tranche C Term Loans or Eurodollar Rate Revolving Loans, (v) in the case of Dollar Loans, whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and (vi) in the case of Euro Rate Loans, the requested Eurodollar initial Interest Period and (vi) instructions for the disbursement to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender's proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur Term Loans, it the Borrower shall deliver give the Administrative Agent at the Administrative Agent’s Office prior to the Agent a Notice ----------- of Borrowing, signed by it, 12:00 p.m. (New York City time) (i) on in the Closing Datecase of a Borrowing of ABR Loans, at least one Business Day’s prior written notice, (ii) in the case of a Borrowing of LIBOR Loans denominated in Dollars, at least three Business Day’s prior written notice (or, in the case of a Borrowing of Revolving Closing Date Term Loans to be made on the Closing Date or Amendment No. 3 New Term Loans to be made on the Amendment No. 3 Effective Date or Amendment No. 5 New Term Loans to be made on the Amendment No. 5 Effective Date, one Business Day; provided that the Borrower shall give the Administrative Agent such notice prior to 2:00 p.m. (New York City time) on such date, it being understood that such Notice of Borrowing shall be subject to the provisions of Section 2.11), (iii) in the case of a Borrowing of LIBOR Loans denominated in Euro, Sterling, Swiss Francs or Canadian Dollars, at least four Business Day’s prior written notice and (iiiv) no later than 11:00 a.m. in the case of a Borrowing of LIBOR Loans denominated in Yen and any other Alternative Currency, at least five Business Day’s prior written notice. Such notice (Los Angeles timea “Notice of Borrowing”, substantially in the form of Exhibit K) shall specify (A) on the Business Day immediately preceding aggregate principal amount of the proposed Funding DateTerm Loans to be made, (B) the date of the Borrowing (which, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateTerm Loans, in the case of a Borrowing of Eurodollar Rate Loans after shall be the Closing Date) and (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Term Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Such A Notice of Borrowing shall specify may be in such other form as may be approved by the Administrative Agent (i) the proposed Funding Date (which including any form on an electronic platform or electronic transmission system as shall be a Business Dayapproved by the Administrative Agent), (ii) the amount appropriately completed and signed by an Authorized Officer of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Borrower. A Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans given by (x) telephone or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c(y) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- written Notice of Borrowing (except provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a written Notice of Borrowing. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to a any Borrowing of Revolving LIBOR Loans on the Closing Date)is specified in any such notice, then the Borrower may give shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Agent telephonic notice applicable Lenders of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b2.3(a) shall be -------------- irrevocable(and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2, it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of incur a Borrowing of Loans (excluding Swingline Loans and Revolving Loans on incurred pursuant to a Mandatory Borrowing), the Closing Date Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three Business Days’ prior written notice (3or tele­phonic notice promptly confirmed in writing) Business Days 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 1:00 P.M. (New York time) on such day. Each such written notice or written confirma­tion of telephonic notice (each a “Notice of Borrowing”), except as other­wise expressly pro­vided in advance of Section 1.10, shall be irrevocable and shall be given by the proposed Funding Date, Borrower in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall Exhibit A, appropriately completed to specify (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day) and (iii) whether the Loans being made pursuant to such Borrowing shall consti­tute Initial Term Loans, Revolving Loans or Incremental Term Loans (and, if Incremental Term Loans, the Tranche under which such Incremental Term Loans are to be made, as designated in the relevant Incremental Commitment Agreement) and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. Notwithstanding anything to the contrary contained above (i) if Incremental Term Loans are being extended which are being added to (and will form part of) an existing Tranche of Term Loans, then the Incremental Term Loans being so extended shall be added to the existing Borrowings of the respective Tranche in accordance with the requirements of Section 1.13 and the respective Notice of Borrowing shall be completed consistently therewith and (ii) if Revolving Loans are to be incurred such that, after giving effect thereto, the Revolving Exposure shall exceed $150,000,000 the respective Notice of Borrowing for such incurrence of Revolving Loans shall include a certification from the Chief Financial Officer of the Borrower (which certification shall include supporting calculations in reasonable detail that the incurrence of such Revolving Loans is permitted pursuant to sub-clause (i), (ii) the amount or (iii) of the proviso to clause (iv) of Section 1.01(c). The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing, (iii) the Revolving Credit Availability as of such Lender’s proportionate share thereof and of the date of such other matters required by the immedi­ately preceding sentence to be specified in the Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocable.

Notice of Borrowing. When The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Initial Term Loans or Incremental Term Loans, as the case may be, of such Xxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Whenever the Borrower desires to ------------------- borrow Incur Revolving Credit Loans hereunder (other than Mandatory Borrowing or borrowings to repay Unpaid Drawings under this Section 2.2Letters of Credit), it shall deliver to give the Administrative Agent a Notice ----------- of Borrowing, signed by itat the Administrative Agent’s Office, (i) on the Closing Date, in the case prior to 1:00 p.m. (New York City time) at least three Business Days’ prior written notice of a each Borrowing of Revolving Credit Loans that are to be initially Fixed Rate Loans (other than Australian Dollar Denominated Loans), (ii) prior to 1:00 p.m. (New York City time) at least four Business Days’ prior written notice of each Borrowing of Revolving Credit Loans that are to be initially Australian Dollar Denominated Loans and (iii) prior to 10:00 a.m. (New York City time) on the date of such Borrowing prior written notice of each Borrowing of Revolving Credit Loans that are to be ABR Loans; provided that any Notice of Borrowing to be made on the Closing Date and or on any Incremental Facility Closing Date (iiwhether Fixed Rate Loans or ABR Loans) no may be given not later than 11:00 a.m. (Los Angeles New York City time) (Aor such later date as the Administrative Agent may reasonably agree) on the one Business Day immediately preceding prior to the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance date of the proposed Funding DateBorrowing, in which notice may be subject to the case effectiveness of a Borrowing of Eurodollar Rate Loans after the Closing DateCredit Agreement. Such Each such Notice of Borrowing Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the proposed Funding Date aggregate principal amount and currency of the Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, and (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed respective Borrowing will be shall consist of Reference Rate ABR Loans or Eurodollar Rate Loans, (v) solely in the case of Eurodollar Revolving Credit Loans denominated in Dollars) and/or Fixed Rate Loans, and, if Fixed Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowingto be initially applicable thereto. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter Such notice may be continued as Reference Rate Loans given by (A) telephone or converted into Eurodollar Rate Loans, in the manner (B) a Notice of Borrowing; provided in Section 5.1(c) and subject that any telephone notice must be confirmed immediately by delivery to the conditions -------------- therein set forth and in Section 5.2. In lieu Administrative Agent of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocable.a

Notice of Borrowing. When the (a) Whenever a Borrower desires to incur ------------------- borrow under this Section 2.2, it shall deliver Loans (excluding Borrowings of Swingline Loans and Revolving Loans made pursuant to the Agent a Notice ----------- of Mandatory Borrowing, signed by it), (i) on with respect to any Borrowing of US Revolving Loans, it shall give the Closing DateAdministrative Agent at the Appropriate Notice Office, prior to 11:00 A.M. (Dallas time), (x) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and (y) at least one Business Day's prior (or, at the discretion of the Administrative Agent, same day) written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder and (ii) with respect to any Borrowing of Multi- Currency Revolving Loans, it shall give the Multi-Currency Agent at the Appropriate Notice Office, prior to 11:00 A.M. (Relevant Currency Time), (x) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and (y) 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 hereunder. Each such notice (each, a "Notice of Borrowing") shall, except as provided in Section 1.10, be irrevocable, and, in the case of a Borrowing each written notice and each confirmation of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Datetelephonic notice, shall be in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall appropriately completed to specify (i) the proposed Funding Date aggregate principal amount and the Approved Foreign Currency of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed respective Borrowing will be shall consist of Reference Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto and (viv) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocable.a

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) Eurodollar Loans hereunder, it the Borrower shall deliver give the Administrative Agent at the Notice Office at least three Business Days' prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on such day. Each such notice (each a "Notice ----------- of Borrowing"), signed except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by itthe Borrower in writing, (i) on the Closing Dateor by telephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on Exhibit A, appropriately completed to specify the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance aggregate principal amount of the proposed Funding DateLoans to be incurred pursuant to such Borrowing, in the case date of a such Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day)) whether the Loans being incurred pursuant to such Borrowing shall constitute Multiple Draw I Sub-Tranche A Term Loans, (ii) Multiple Draw I Sub-Tranche B Term Loans, Multiple Draw I Sub-Tranche C Term Loans, Multiple Draw II Sub-Tranche A Term Loans, Multiple Draw II Sub-Tranche B Term Loans or Revolving Loans and whether the amount 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. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing, (iii) the Revolving Credit Availability as of such Lender's proportionate share thereof and of the date of such other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocable.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) Eurodollar Loans hereunder, it the Borrower shall deliver give the Administrative Agent at the Notice Office at least three Business Days' prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such notice (each, a "Notice ----------- of Borrowing"), signed except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by it, (i) on the Closing Datetelephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding DateExhibit A-1, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency), (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Loans being incurred pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or Eurodollar or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Dateproceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the Borrower may amount of the Borrowing Availability after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the Agent telephonic respective Notice of Borrowing, notice of any such proposed Borrowing Borrowing, of such Lender's proportionate share thereof and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2make a Borrowing of Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it an Authorized Officer of the Borrower shall deliver give the Administrative Agent at its Notice Office, prior to the Agent 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans, and at least one Business Day's 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, signed by itexcept as otherwise expressly provided in Section 1.10, (i) on the Closing Datebe irrevocable, and, in the case of a Borrowing each written notice and each confirmation of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Datetelephonic notice, shall be in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A-1, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the respective Borrowing shall consist of Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed respective Borrowing will be shall consist of Reference Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto and (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)proceeds of which are to be utilized to finance, in whole or in part, the Borrower may give purchase price of a Permitted Acquisition, (x) a reference to the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b)officer's certificate, if any, delivered in accordance with Section 8.14, (y) the Borrower confirms aggregate principal amount of such notice by delivery Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the Total Unutilized Revolving Loan Commitment then in effect after giving effect to the respective Permitted Acquisition (and all payments to be made in connection therewith). The Administrative Agent shall promptly give each Lender which is required to make Loans of -------------- the required Tranche specified in the respective Notice of Borrowing to the Agent by facsimile transmission promptlyBorrowing, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing written notice (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters required by the immediately preceding sentence to this Section 2.2(b) shall be -------------- irrevocablespecified in the Notice of Borrowing.

Notice of Borrowing. When the (a) Whenever a Borrower desires to ------------------- borrow under this Section 2.2, it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, incur (i) Euro Rate Loans or Bankers’ Acceptance Loans hereunder, such Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Euro Rate Loan or Bankers’ Acceptance Loan to be incurred hereunder (or in the case of Australian Dollar Denominated Revolving Loans, at least four Business Day’s prior notice) and (ii) Base Rate Loans (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing) or Canadian Prime Rate Loans (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing or to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in Schedule 1.01(b)) hereunder, such Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan or Canadian Prime Rate Loan to be incurred hereunder; provided that any such notice shall be deemed to have been given on the Closing Datea certain day only if given before (x) 12:00 Noon (New York City time) on such day, in the case of a Borrowing of U.S. Dollar Denominated Revolving Loans on the Closing Date and Canadian Dollar Denominated Revolving Loans, and (iiy) no later than 11:00 a.m. A.M. (Los Angeles New York City time) (A) on the Business Day immediately preceding the proposed Funding Datesuch day, in the case of Australian Dollar Denominated Revolving Loans, Sterling Denominated Revolving Loans and Euro Denominated Revolving Loans. Each such notice (each, a Borrowing “Notice of Reference Rate Loans after the Closing Date Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and (B) at least three (3) Business Days shall be in advance of the proposed Funding Datewriting, or by telephone promptly confirmed in writing, in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify Exhibit A-1, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount or Face Amount, as the case may be, of the Loans to be incurred pursuant to such Borrowing (stated in the Available Currency), (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) in the case of a Borrowing of Revolving Loans, whether the Revolving Credit Availability as of Loans made pursuant to such Borrowing constitute Agent Advances (it being understood that the date of Administrative Agent shall be under no obligation to make such Notice of BorrowingAgent Advance), (iv) in the case of U.S. Dollar Denominated Revolving Loans, whether the proposed Revolving Loans being incurred pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans, (v) in the case of Eurodollar Euro Rate Loans, the requested Eurodollar initial Interest Period to be applicable thereto, and (vi) instructions for in the disbursement case of Canadian Dollar Denominated Revolving Loans, whether the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date being incurred pursuant to such Borrowing shall initially be Reference Rate Loans and thereafter may be continued as Reference consist of Canadian Prime Rate Loans or converted into Eurodollar Rate Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of Schedule 1.01(b)). Except in the manner provided case of Agent Advances, the Administrative Agent shall promptly give each Lender notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) LIBOR Loans hereunder, it the Borrower shall deliver to give the Administrative Agent a at the Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) Office at least three (3) Business Days Days’ prior notice of each LIBOR Loan to be incurred hereunder or (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one (1) Business Day’s prior notice of each Base Rate Loan to be incurred hereunder; provided that (in advance each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 a.m. on such day. Each such notice (each, a “Notice of the proposed Funding DateBorrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, substantially in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify Exhibit A-1, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Initial Tranche B-1 Term Loans, Initial Tranche B-2 Term Loans, Incremental Tranche C Term Loans, Tranche C-1 Term Loans or Revolving Credit Availability as of the date of such Notice of Borrowing, Loans and (iv) whether the proposed Loans being incurred pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or Eurodollar Rate Loansor, (v) in to the case of Eurodollar Rate extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the requested Eurodollar initial Interest Period and (vi) instructions for the disbursement to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the proceeds Class specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing ; provided, further, that (except with respect to a Borrowing of Revolving Loans on x) the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing in respect of the Incremental Tranche C Term Loans and any Revolving Loans to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) be borrowed on the same day, the original of which facsimile copy shall Third Amendment Effective Date may be delivered to on the Agent within three Third Amendment Effective Date and (3y) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given respect of the Tranche C-1 Term Loans to be borrowed on the Fifth Amendment Effective Date may be delivered pursuant to this Section 2.2(b) shall be -------------- irrevocableto, and in the form of, the Fifth Amendment on the Fifth Amendment Effective Date.

Notice of Borrowing. When (a) Whenever the Borrower desires to incur a ------------------- borrow under this Section 2.2, it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on hereunder, the Closing Date Borrower shall give the Administrative Agent at the Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan to be incurred hereunder and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three Business Days' prior written notice (3or telephonic notice promptly confirmed in writing) Business Days of each Eurodollar 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 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 advance of Section 1.10, shall be irrevocable and shall be given by the proposed Funding Date, Borrower in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall Exhibit A, appropriately completed to specify (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as specific uses to be made of the date proceeds of such Notice of Borrowingthe Loans, (iv) whether the proposed Loans being incurred pursuant to such Borrowing will be of Reference Rate shall constitute Term Loans or Eurodollar Rate Revolving Loans, and (v) in whether the case of Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the requested Eurodollar initial Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowingto be applicable thereto. The Revolving Administrative Agent shall promptly give each Bank which is required to make Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- respective Notice of Borrowing facsimile or other written notice (except with respect to a Borrowing i) of Revolving Loans on such proposed Borrowing, (ii) of such Bank's proportionate share thereof and (iii) of the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing Borrowing. Notwithstanding anything to the contrary contained in this Agreement, unless the Administrative Agent by facsimile transmission promptlyotherwise agrees, but in no event later more than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice four Notices of Borrowing (or telephonic notice may be given in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableany 30 consecutive day period.

Notice of Borrowing. When the (i) Whenever a Borrower desires to ------------------- borrow under this Section 2.2that Lenders make Revolving Loans or Offshore Revolving Loans, it shall deliver to the Administrative Agent a Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. 12:00 Noon (Los Angeles New York time) (Ax) on the at least one Business Day immediately preceding in advance of the proposed Funding Date, in the case of a Borrowing of Reference any Base Rate Loans after the Closing Date and Loan, or (By) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after Loan (other than in respect of a UK Borrower) and four Business Days in advance of the Closing Dateproposed Funding Date in the case of a Eurodollar Rate Loan to a UK Borrower. Such The Notice of Borrowing shall specify (i1) the proposed Funding Date (which shall be a Business Day), (ii2) the amount and Type of the proposed BorrowingLoans, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv3) whether the proposed Borrowing will be such Loans are initially to consist of Reference Base Rate Loans or Eurodollar Rate Loans or a combination thereof, and (4) if such Loans, (v) in the case of or any portion thereof, are initially to be Eurodollar Rate Loans, the requested amounts thereof and the initial Interest Periods therefor; and except as set forth in subsection 3.2B, such Notice of Borrowing shall further certify that subsection 3.2B is satisfied on and as of that Funding Date; provided that the minimum amount of Revolving Loans, if any, to be made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be $10,000,000 and (vi) instructions for integral multiples of $1,000,000 in excess of that amount and the disbursement minimum amount of Offshore Revolving Loans to be made on any Funding Date shall be as set forth in subsection 2.1C; and provided further that, United Glass may not deliver a Notice of Borrowing requesting a UK Revolving Loan at any time a UK Overdraft Agreement is in effect, O-I Canada may not deliver a Notice of Borrowing requesting a Canadian Revolving Loan at any time a Canadian Overdraft Agreement is in effect and Avir may not deliver a Notice of Borrowing requesting an Italian Revolving Loan at any time an Italian Overdraft Agreement is in effect. Notwithstanding anything in this Agreement to the proceeds contrary, no Lender shall make or be obligated to make a Revolving Loan or an Offshore Revolving Loan if it shall have received notification of a delivery of a Loan Limitation Notice to a Borrower with respect to such Revolving Loan or Offshore Revolving Loan from Administrative Agent on or prior to the first Business Day immediately preceding the proposed BorrowingFunding Date for such Revolving Loan or Offshore Revolving Loan. The Term Loans, Revolving Loans made on the Closing Date shall initially be Reference Rate and Offshore Revolving Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Base Rate Loans, Loans and Euro Rate Loans in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. subsection 2.2D. In lieu of delivering such a ----------- the above-described Notice of Borrowing (except with respect to Borrowing, a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Administrative Agent irrevocable telephonic notice by the required time of any proposed Borrowing by the time required borrowing under this Section 2.2(b), if the Borrower confirms subsection 2.1; provided that such notice shall be promptly confirmed in writing by delivery of -------------- the required a Notice of Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered or prior to the Agent within three (3) days after Funding Date of the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocablerequested Loans.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) Eurodollar Loans hereunder, it the Borrower shall deliver give the Administrative Agent at the Notice Office at least three Business Days prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 10:00 A.M. (Chicago time) on such day. Each such notice (each a "Notice ----------- of Borrowing"), signed except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be given by itthe Borrower in writing, (i) on the Closing Dateor by telephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on Exhibit A, appropriately completed to specify the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance aggregate principal amount of the proposed Funding DateLoans to be incurred pursuant to such Borrowing, in the case date of a such Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) whether the amount Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the proposed Borrowing, (iii) Tranche specified in the Revolving Credit Availability as of the date of such respective Notice of Borrowing, (iv) whether notice of such proposed Borrowing, of such Lender's proportionate share thereof and of the proposed Borrowing will other matters required by the immediately preceding sentence to be of Reference Rate Loans or Eurodollar Rate Loans, (v) specified in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When the (a) Whenever a Borrower desires to ------------------- borrow under this Section 2.2incur Loans (other than borrowings to repay Unpaid Drawings), it shall deliver to give the Administrative Agent a Notice ----------- of Borrowing, signed by itat the Administrative Agent’s Office, (i) on the Closing Date, prior to 10:00 a.m. at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in the case writing) of a each Borrowing of Revolving LIBOR Loans on the Closing Date and or EURIBOR Loans in Euro or Sterling, (ii) no later than 11:00 a.m. prior to 12:00 Noon at least one Business Day’s prior written notice (Los Angeles timeor telephonic notice promptly confirmed in writing) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a each Borrowing of Reference Rate Loans after the Closing Date and ABR Loans, (Biii) prior to 10:00 a.m. at least three Business Days’ prior written notice (3or telephonic notice promptly confirmed in writing) Business Days in advance of the proposed Funding Date, in the case of a each Borrowing of Eurodollar Rate LIBOR Loans after the Closing Dateor EURIBOR Loans in any currency other than Euro or Sterling. Such Each such notice (a “Notice of Borrowing Borrowing”), except as otherwise expressly provided in Section 2.10, shall specify (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date currency of such Notice Borrowing (which shall be US Dollars in the case of BorrowingABR Loans, the Base Currency in the case of EURIBOR Loans or an Alternative Currency in the case of LIBOR Loans) and (iv) whether the proposed respective Borrowing will be shall consist of Reference Rate ABR Loans, LIBOR Loans or Eurodollar Rate EURIBOR Loans and, if LIBOR Loans or EURIBOR Loans, (v) the Interest Period to be initially applicable thereto. If a Borrower specifies a Type of Loan but fails to specify the currency of such Loan in a Notice of Borrowing, then the Loan so requested shall be made in the Base Currency in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate EURIBOR Loans or converted into Eurodollar Rate Loans, US Dollars in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocable.case of

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur Loans (other than borrowings to repay Unpaid Drawings), it the Borrower shall deliver to give the Administrative Agent a Notice ----------- of Borrowing, signed by itat the Administrative Agent’s Office, (i) prior to 12:00 p.m. (Houston, Texas time) at least three Business Days’ (or with respect to the initial Borrowing on the Closing Date, at least one Business Day’s) prior written notice (or telephonic notice promptly confirmed in the case writing) of a each Borrowing of Revolving Loans on the Closing Date if such Loans are to be initially LIBOR Loans and (ii) no later than 11:00 a.m. prior to 12:00 p.m. (Los Angeles Houston, Texas time) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Loans that are to be ABR Loans. Such notice (a “Notice of Borrowing”) shall specify (A) on the Business Day immediately preceding aggregate principal amount of the proposed Funding DateLoans to be made pursuant to such Borrowing, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance the date of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (iiC) whether the respective Borrowing shall consist of ABR Loans and/or LIBOR Loans and, if LIBOR Loans, the Interest Period to be initially applicable thereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration), and (D) the amount Consolidated Cash Balance (without regard to the requested Borrowing) and the pro forma Consolidated Cash Balance (giving effect to the requested Borrowing and the application of the proposed Borrowing, (iiiproceeds thereof) the Revolving Credit Availability as of the date end of the fifth Business Day after such Notice of Borrowing, (iv) whether the proposed requested Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowingfunded. The Revolving Loans made on the Closing Date Administrative Agent shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may promptly give the Agent telephonic each Lender written notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant to this Section 2.2(b) shall be -------------- irrevocableof each proposed Borrowing of Loans, of such Xxxxxx’s Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. When the (a) Whenever any Borrower desires to make ------------------- borrow under this Section 2.2a Borrowing hereunder (excluding (x) Borrowings of Swingline Loans, it shall deliver (y) Mandatory Borrowings and (z) Borrowings of Canadian Prime Rate Loans to the Agent a Notice ----------- extent resulting from automatic conversions of Borrowing, signed by it, Bankers' Acceptance Loans or B/A Equivalent Loans as provided in clause (i) on of Schedule XII), an Authorized Officer of such Borrower shall give the Closing DateAdministrative Agent at its Notice Office, prior to 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans, Bankers' Acceptance Loans or B/A Equivalent Loans and at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans or Canadian Prime Rate Loans to be made hereunder. Each such notice (each, a "Notice of Borrowing") shall, except as otherwise expressly provided in Section 1.10, be irrevocable, and, in the case of a Borrowing each written notice and each confirmation of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Datetelephonic notice, shall be in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount (or Face Amount, as the case may be) of the Loans to be made pursuant to such Borrowing (stated in the Applicable Currency), (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the respective Borrowing shall consist of Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, Dollar Revolving Credit Availability as of the date of such Notice of BorrowingLoans or Canadian Dollar Revolving Loans, (iv) in the case of Dollar Loans, whether the proposed respective Borrowing will be shall consist of Reference Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto, (v) in the case of Eurodollar Canadian Dollar Revolving Loans, whether the respective Borrowing shall consist of Canadian Prime Rate Loans, Bankers' Acceptance Loans or B/A Equivalent Loans and, if Bankers' Acceptance Loans or B/A Equivalent Loans, the requested Eurodollar Interest Period term thereof (which shall comply with the requirements of clause (a) of Schedule XII) and (vi) instructions for in the disbursement case of a Borrowing of Dollar Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, the proposed Borrowingpurchase price of a Permitted Acquisition, (x) a reference to the officer's certificate, if any, delivered in accordance with Section 8.14, (y) the aggregate principal amount of such Dollar Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the Total Unutilized Revolving Loan Commitment then in effect after giving effect to the respective Permitted Acquisition (and all payments to be made in connection therewith). The Revolving Administrative Agent shall promptly give each Bank which is required to make Loans made on of the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, Tranche specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- respective Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)Borrowing, the Borrower may give the Agent telephonic written notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of such Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to this Section 2.2(b) shall be -------------- irrevocablespecified in the Notice of Borrowing.

Notice of Borrowing. When the (i) Whenever a Borrower desires to ------------------- borrow under this Section 2.2that Lenders make Term Loans, Revolving Loans or Offshore Revolving Loans, it shall deliver to the Administrative Agent a Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. 12:00 Noon (Los Angeles New York time) (Aw) on the at least one Business Day immediately preceding in advance of the proposed Funding Date, in the case of a Borrowing of Reference any Base Rate Loans after the Closing Date and Loan, (Bx) at least three (3) two Business Days in advance of the proposed Funding Date, in the case of a Borrowing B/A Discount Rate Loan, (y) at least three Business Days in advance of Eurodollar the proposed Funding Date, in the case of a Eurocurrency Rate Loans after Loan (other than a Eurocurrency Rate Loan denominated in ADollars) or (z) at least four Business Days in advance of the Closing proposed Funding Date, in the case of a Eurocurrency Rate Loan denominated in ADollars. Such The Notice of Borrowing shall specify (i1) the proposed Funding Date (which shall be a Business Day), (ii2) the amount amount, currency and Type of the proposed BorrowingLoans, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv3) whether the proposed Borrowing will such Loans are initially to consist of Base Rate Loans, Eurocurrency Rate Loans, B/A Discount Rate Loans, or a combination thereof, and (4) if such Loans, or any portion thereof, are initially to be of Reference Eurocurrency Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar B/A Discount Rate Loans, the requested Eurodollar amounts thereof and the initial Interest Periods therefor; and except as set forth in subsection 3.2B, such Notice of Borrowing shall further certify that subsection 3.2B is satisfied on and as of that Funding Date; provided that the minimum amount of Revolving Loans, if any, to be made on any Funding Date as Eurocurrency Rate Loans with a particular Interest Period shall be $10,000,000 and (vi) instructions for integral multiples of $1,000,000 in excess of that amount and the disbursement minimum amount of Offshore Revolving Loans to be made on any Funding Date shall be as set forth in subsection 2.1C; and provided further that, O-I Canada may not deliver a Notice of Borrowing requesting a Canadian Revolving Loan at any time a Canadian Overdraft Agreement is in effect. Notwithstanding anything in this Agreement to the proceeds contrary, no Lender shall make or be obligated to make a Revolving Loan or an Offshore Revolving Loan if it shall have received notification of a delivery of a Loan Limitation Notice to a Borrower with respect to such Revolving Loan or Offshore Revolving Loan from Administrative Agent on or prior to the first Business Day immediately preceding the proposed BorrowingFunding Date for such Revolving Loan or Offshore Revolving Loan. The Term Loans, Revolving Loans made on the Closing Date shall initially be Reference Rate and Offshore Revolving Loans and thereafter may be continued as Reference or converted into Base Rate Loans, Eurocurrency Rate Loans or converted into Eurodollar B/A Discount Rate Loans, Loans in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. subsection 2.2D. In lieu of delivering such a ----------- the above-described Notice of Borrowing (except with respect to Borrowing, a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Administrative Agent irrevocable telephonic notice by the required time of any proposed Borrowing by the time required borrowing under this Section 2.2(b), if the Borrower confirms subsection 2.1; provided that such notice shall be promptly confirmed in writing by delivery of -------------- the required a Notice of Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered or prior to the Agent within three (3) days after Funding Date of the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocablerequested Loans.

Notice of Borrowing. When The Borrower shall give the Borrower desires to ------------------- borrow under this Section 2.2, it shall deliver to the Administrative Agent a Notice ----------- of Borrowing, signed by it, prior written notice (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and prior to 1:00 p.m. (ii) no later than 11:00 a.m. (Los Angeles New York time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days prior to each Borrowing of Term Loans which are to be initially LIBOR RateTerm SOFR Loans (or such shorter period as the Administrative Agent may agree in advance the case of the proposed Funding Borrowing of Term Loans on the Closing Date or the Amendment No. 2 Effective Date), and (ii) prior to 12:00 noon (New York time) at least three (3) Business Days prior to each Borrowing of Term Loans which are to be Index Rate Loans. Such notice in the form of Exhibit E (a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (A) the aggregate principal amount of the Term Loans to be made (which amount, notwithstanding anything to the contrary in this Agreement, shall be no less than the Minimum 2022 Supplemental DDTL Borrowing Amount in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify 2022-I Supplemental DDTLs), (iB) the proposed Funding Date date of the Borrowing (which shall be a Business Day)be, (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate the Initial Term Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loansor, in the manner provided in Section 5.1(ccase of the 2022 Supplemental Term Loans, the Amendment No. 2 Effective Date) and subject to (C) whether the conditions -------------- therein set forth and in Section 5.2. In lieu Term Loans shall consist of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Index Rate Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b)and/or LIBOR RateTerm SOFR Loans and, if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing Term Loans are to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same dayinclude LIBOR RateTerm SOFR Loans, the original of which facsimile copy LIBORInterest Period to be initially applicable thereto. The Administrative Agent shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing promptly give each Lender written notice (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant to this Section 2.2(b) shall be -------------- irrevocableof each proposed Borrowing of Term Loans, of such Lxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) Eurodollar Loans hereunder, it the Borrower shall deliver give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder, and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on such day. Each such notice (each, a “Notice ----------- of Borrowing”), signed except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by ittelephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) on the Closing Dateaggregate principal amount of the Loans to be incurred pursuant to such Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Initial Term Loans, Revolving Loans or Incremental Term Loans and, if Incremental Term Loans, the specific Tranche thereof; (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto; and (v) in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Dateproceeds of which are to be utilized to finance, in the case of whole or in part, a Borrowing of Reference Rate Loans after the Closing Date Permitted Acquisition (or to pay any fees and (B) at least three (3) Business Days expenses incurred in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Dayconnection therewith), (ii) the amount of the proposed Total Unutilized Revolving Loan Commitment after giving effect to such Borrowing, (iii) the Revolving Credit Availability as . The Administrative Agent shall promptly give each Lender which is required to make Loans of the date of such Tranche specified in the respective Notice of Borrowing, (iv) whether notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proposed Borrowing will other matters required by the immediately preceding sentence to be of Reference Rate Loans or Eurodollar Rate Loans, (v) specified in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2, it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, incur (ix) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Fixed Rate Loans after hereunder, an Authorized Officer of the Closing Date and (B) Borrower shall give the Administrative Agent at the Notice Office at least three (3) Business Days (and in advance respect of Loans to be funded (i) on the Amendment No. 1 Effective Date, two (2) Business Days, (ii) in Euros or Pounds Sterling, four (4) Business Days and (iii) in any Alternate Currency other than Dollars, Euros or Pounds Sterling, five (5) Business Days) prior notice of each Fixed Rate Loan to be incurred hereunder and (y) Base Rate Loans hereunder, an Authorized Officer of the proposed Funding Date, Borrower shall give the Administrative Agent at the Notice Office notice of each Base Rate Loan to be incurred hereunder on the date of such Borrowing; 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 City time) on such day in the case of a Borrowing of Eurodollar both Fixed Rate Loans after the Closing Dateand Base Rate Loans. Such Each such notice (each, a “Notice of Borrowing Borrowing”), except as otherwise expressly provided in Section 2.11, shall specify be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit F (or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent)), appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Revolving Loans, whether such Revolving Loans will be denominated in Dollars or an Alternate Currency (and if an Alternate Currency, which Alternate Currency), (v) whether any Dollar Denominated Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the requested Eurodollar initial Interest Period to be applicable thereto and (vi) instructions for in the disbursement case of Alternate Currency Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2make Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall deliver to give the Administrative Agent a at its Notice ----------- Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date each Base Rate Loan and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three Business Days' prior written notice (3or telephonic notice promptly confirmed in writing) Business Days 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). Each such written notice or written confirmation of telephonic notice (each, a "NOTICE OF BORROWING"), except as otherwise expressly provided in advance of Section 1.10, shall be irrevocable and shall be given by the proposed Funding Date, Borrower in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify Exhibit A, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, the date of such Borrowing (which shall be a Business Day), (ii) whether the amount of the proposed BorrowingLoans being made pursuant to such Borrowing shall constitute Tranche A Term Loans, Tranche B Term Loans or Revolving Loans, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Loans being made pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or Eurodollar Rate Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto and (viv) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)proceeds of which are to be utilized to finance, in whole or in part, the Borrower may consideration for a Permitted Acquisition, (x) a reference to the officer's certificate, if any, delivered in accordance with Section 8.13, (y) the aggregate principal amount of such Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the Total Available Unutilized Revolving Loan Commitment then in effect after giving effect to the respective Permitted Acquisition (and all payments to be made in connection therewith). The Administrative Agent shall promptly give each Lender which is required to make Loans of the Agent telephonic Tranche specified in the respective Notice of Borrowing, notice of any such proposed Borrowing Borrowing, of such Lender's proportionate share thereof and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When the (a) Whenever a Borrower desires to make ------------------- borrow under this Section 2.2a Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall deliver to give the Agent at its Notice Office, prior to 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and at least one Business Day's 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, signed by itexcept as otherwise expressly provided in Section 1.10, (i) on the Closing Datebe irrevocable, and, in the case of a Borrowing each written notice and each confirmation of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Datetelephonic notice, shall be in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the respective Borrowing shall consist of Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed respective Borrowing will be shall consist of Reference Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto and (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)proceeds of which are to be utilized to finance, in whole or in part, the Borrower may give purchase price of a Permitted Acquisition, (x) a reference to the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b)officer's certificate, if any, delivered in accordance with Section 8.14, (y) the Borrower confirms aggregate principal amount of such notice by delivery Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the Total Unutilized Revolving Loan Commitment then in effect after giving effect to the respective Permitted Acquisition (and all payments to be made in connection therewith). The Agent shall promptly give each Bank which is required to make Loans of -------------- the required Tranche specified in the respective Notice of Borrowing to the Agent by facsimile transmission promptlyBorrowing, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing written notice (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of such Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to this Section 2.2(b) shall be -------------- irrevocablespecified in the Notice of Borrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2make a Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall deliver to give the Agent at its Notice Office, prior to 11:00 A.M. (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and at least one Business Day's 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, signed by itexcept as otherwise expressly provided in Section 1.10, (i) on the Closing Datebe irrevocable, and, in the case of a Borrowing each written notice and each confirmation of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Datetelephonic notice, shall be in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the respective Borrowing shall consist of Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed respective Borrowing will be shall consist of Reference Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto and (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)proceeds of which are to be utilized to finance, in whole or in part, the Borrower may give purchase price of a Permitted Acquisition, (x) a reference to the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b)officer's certificate, if any, delivered in accordance with Section 8.14, (y) the Borrower confirms aggregate principal amount of such notice by delivery Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the aggregate principal amount of -------------- all Revolving Loans relating to Permitted Acquisitions then outstanding after giving effect to the incurrence of such Revolving Loans. The Agent shall promptly give each Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing to the Agent by facsimile transmission promptlyBorrowing, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing written notice (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of such Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to this Section 2.2(b) shall be -------------- irrevocablespecified in the Notice of Borrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2make Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall deliver to give the Administrative Agent a at its Notice ----------- Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date each Base Rate Loan and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three Business Days' prior written notice (3or telephonic notice promptly confirmed in writing) Business Days 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). Each such written notice or written confirmation of telephonic notice (each, a "NOTICE OF BORROWING"), except as otherwise expressly provided in advance of Section 1.10, shall be irrevocable and shall be given by the proposed Funding Date, Borrower in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify Exhibit A, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, the date of such Borrowing (which shall be a Business Day), (ii) whether the amount of the proposed BorrowingLoans being made pursuant to such Borrowing shall constitute Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Revolving Loans, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Loans being made pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or Eurodollar Rate Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto and (viv) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)proceeds of which are to be utilized to finance, in whole or in part, the Borrower may consideration for a Permitted Acquisition, (x) a reference to the officer's certificate, if any, delivered in accordance with Section 8.13, (y) the aggregate principal amount of such Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the Total Available Unutilized Revolving Loan Commitment then in effect after giving effect to the respective Permitted Acquisition (and all payments to be made in connection therewith). The Administrative Agent shall promptly give each Lender which is required to make Loans of the Agent telephonic Tranche specified in the respective Notice of Borrowing, notice of any such proposed Borrowing Borrowing, of such Lender's proportionate share thereof and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this incur DIP Loans (other than Borrowings to repay Unpaid Drawings or the deemed funding of the Roll-Up Loans pursuant to Section 2.22.1(b)), it the Borrower shall deliver to give the Administrative Agent a Notice ----------- of Borrowing, signed by itat the Administrative Agent’s Office, (i) on the Closing Dateprior to 1:00 p.m. (Dallas, Texas time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of DIP Loans if such DIP Loans are to be initially LIBOR DIP Loans (or prior to 9:00 a.m. (Dallas, Texas time) one Business Day prior written notice in the case of a Borrowing of Revolving DIP Loans to be made on the Closing Date initially as LIBOR DIP Loans) and (ii) no later than 11:00 a.m. written notice (Los Angeles or telephonic notice promptly confirmed in writing) prior to 12:00 noon (Dallas, Texas time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case date of a each Borrowing of Reference Rate DIP Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Datethat are to be ABR DIP Loans. Such Notice of Borrowing shall specify (iA) the proposed Funding Date aggregate principal amount of the DIP Loans to be made pursuant to such Borrowing, (B) the date of the Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (ivC) whether the proposed respective Borrowing will be shall consist of Reference Rate ABR DIP Loans or Eurodollar Rate Loansand/or LIBOR DIP Loans and, (v) in the case of Eurodollar Rate if LIBOR DIP Loans, the requested Eurodollar Interest Period and to be initially applicable thereto (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)if no Interest Period is selected, the Borrower may give the Agent telephonic notice shall be deemed to have selected an Interest Period of any proposed Borrowing by the time required under this Section 2.2(bone month’s duration), if (D) that the Borrower confirms such conditions set forth in Section 7 are satisfied and (E) that the proposed use of proceeds thereof is for Budgeted Expenses in compliance with the DIP Budget. The Administrative Agent shall promptly give each Lender written notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant to this Section 2.2(b) shall be -------------- irrevocableof each proposed Borrowing of DIP Loans, of such Lender’s Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. When the (a) Whenever a Borrower desires to ------------------- borrow under this Section 2.2incur Loans hereunder (excluding Borrowings (w) of Swingline Loans, (x) Dollar Revolving Loans incurred pursuant to a Mandatory Borrowing, (y) Sterling Swingline Loans and (z) Sterling Revolving Loans incurred pursuant to a Mandatory Sterling Borrowing), it shall deliver give the Administrative Agent at the Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Euro Rate Loan to the Agent be incurred hereunder, provided that any such notice shall be deemed to have been given on a Notice ----------- of Borrowing, signed by it, certain day only if given before 11:00 A.M. (iNew York time) on the Closing Date, (or 10:00 A.M. (London time) in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (ASterling Loans) 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 1.10, shall be irrevocable and shall be given by the Business Day immediately preceding the proposed Funding Date, respective Borrower in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall appropriately completed to specify (i) the proposed Funding Date name of such Borrower, (ii) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the Applicable Currency), (iii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Loans being incurred pursuant to such Borrowing will be of Reference Rate shall constitute Adience A Term Loans, Adience B Term Loans, Adience B-2 Term Loans, Adience C Term Loans, Newco A Term Loans, Newco B Term Loans, Dollar Revolving Loans or Eurodollar Rate Sterling Revolving Loans, (v) in the case of Dollar Loans, whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and (vi) in the case of Euro Rate Loans, the requested Eurodollar initial Interest Period and (vi) instructions for the disbursement to be applicable thereto. The Administrative Agent shall promptly give each Bank which is required to make Loans of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Bank's proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this incur Loans hereunder (excluding Borrowings (x) of Swingline Loans and Mandatory Borrowings and (y) resulting from conversions of Tranche A-1 Term Loans and/or Tranche B-1 Term Loans into Tranche B-2 Term Loans pursuant to Section 2.21.14), it the Borrower shall deliver give the Administrative Agent at its Notice Office at least one Business Day's prior written notice of each Base Rate Loan and at least three Business Days' prior written notice of each Eurodollar Loan to the Agent be incurred hereunder, provided that any such notice shall be deemed to have been given on a Notice ----------- of Borrowing, signed by it, certain day only if given before 11:00 A.M. (iNew York time) on the Closing Date, (12:00 Noon (New York time) in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (ABase Rate Loans) on such day. Each such written notice (each a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Business Day immediately preceding the proposed Funding Date, Borrower in the case form of a Borrowing of Reference Rate Loans after Exhibit A, appropriately completed to specify the Closing Date and (B) at least three (3) Business Days in advance aggregate principal amount of the proposed Funding DateLoans to be made pursuant to such Borrowing, in the case date of a such Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) whether the amount Loans being made pursuant to such Borrowing shall constitute Tranche A-1 Term Loans, Tranche A-2 Term Loans, Tranche A-3 Term Loans, Tranche B-1 Term Loans, Tranche B-2 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 Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Bank which is required to make Loans of the proposed Borrowing, (iii) Tranche specified in the Revolving Credit Availability as of the date of such respective Notice of Borrowing, (iv) whether notice of such proposed Borrowing, of such Bank's proportionate share thereof and of the proposed Borrowing will other matters required by the immediately preceding sentence to be of Reference Rate Loans or Eurodollar Rate Loans, (v) specified in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When the (a) Whenever a Borrower desires to ------------------- borrow under this Section 2.2incur Loans hereunder (excluding (w) Borrowings of Swingline Loans, (x) Borrowings of Revolving Loans incurred pursuant to a Mandatory Borrowing, (y) Borrowings of Competitive Bid Loans and (z) Borrowings of Canadian Prime Rate Loans to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in clause (i) of Schedule III), it shall deliver to give the Administrative Agent a at the Notice ----------- Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date each Base Rate Loan or Canadian Prime Rate Loan and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three Business Days’ prior written notice (3or telephonic notice promptly confirmed in writing) Business Days of each Euro Rate Loan or Bankers’ Acceptance Loan to be incurred hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in advance of Section 1.11, shall be irrevocable and shall be given by the proposed Funding Date, respective Borrower in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall Exhibit A, appropriately completed to specify (i) the proposed Funding Date name of such Borrower, (ii) the purpose of such Borrowing, (iii) the aggregate principal amount (or Face Amount, as the case may be) of the Loans to be incurred pursuant to such Borrowing (stated in the relevant Available Currency), (iv) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Dollar Revolving Loans, whether the Dollar Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans, (vi) in the case of Canadian Dollar Revolving Loans, whether the Canadian Dollar Revolving Loans being made pursuant to such Borrowing are to be initially maintained as Canadian Prime Rate Loans or Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of clause (a) of Schedule III), (vii) in the case of Euro Rate Loans, the requested Eurodollar initial Interest Period to be applicable thereto, and (viviii) instructions for in the disbursement case of Alternate Currency Revolving Loans, the specific Alternate Currency Revolving Loan Sub-Tranche pursuant to which such Alternate Currency Revolving Loans are to be incurred. The Administrative Agent shall promptly give each Lender which is required to make Revolving Loans, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proceeds of other matters required by the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to make ------------------- borrow under this Section 2.2a Borrowing hereunder (excluding (x) Borrowings of Swingline Loans and (y) Mandatory Borrowings), it an Authorized Officer of the Borrower shall deliver give the Administrative Agent at its Notice Office, prior to the Agent 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans, and at least one Business Day's 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, signed by itexcept as otherwise expressly provided in Section 1.10, (i) on the Closing Datebe irrevocable, and, in the case of a Borrowing each written notice and each confirmation of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Datetelephonic notice, shall be in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed respective Borrowing will be shall consist of Reference Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto, and (viv) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)proceeds of which are to be utilized to finance, in whole or in part, the Borrower may give purchase price of a Permitted Acquisition, (x) a reference to the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b)officer's certificate, if any, delivered in accordance with Section 8.13, (y) the Borrower confirms aggregate principal amount of such notice by delivery of -------------- Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the required Notice of Borrowing Total Unutilized Revolving Loan Commitment then in effect after giving effect to the respective Permitted Acquisition (and all payments to be made in connection therewith). The Administrative Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing promptly give each Bank written notice (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of such Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to this Section 2.2(b) shall be -------------- irrevocablespecified in the Notice of Borrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur Revolving Loans hereunder, it shall deliver to give the Administrative Agent a at the Notice ----------- Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date each Base Rate Loan and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three Business Days’ prior written notice (3or telephonic notice promptly confirmed in writing) Business Days of each Eurodollar Rate Loan to be incurred hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 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 advance of Section 1.11, shall be irrevocable and shall be given by the proposed Funding Date, Borrower in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall Exhibit A, appropriately completed to specify (i) the proposed Funding Date aggregate principal amount of the Revolving Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the whether such Revolving Credit Availability Loans are to be incurred as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Base Rate Loans or Eurodollar Rate LoansLoans and, (v) in the case of if Eurodollar Rate Loans, the requested Eurodollar initial Interest Period to be applicable thereto, (iv) the Borrowing Base Amount at such time (based on the Borrowing Base Certificate last delivered or then being delivered) and (viv) instructions for the disbursement sum of (I) the aggregate principal amount of all Loans outstanding at such time (after giving effect to the proposed Borrowing), (II) the aggregate amount of all Letter of Credit Outstandings at such time and (III) the aggregate principal amount of all other Unsecured Consolidated Total Indebtedness of Trizec at such time (after giving effect to the proposed Borrowing and the application of the proceeds therefrom). The Administrative Agent shall promptly give each Lender notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) Eurodollar Loans hereunder, it the Borrower shall deliver give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursu-ant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day. Each such notice (each, a “Notice ----------- of Borrowing”), signed except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be in writ-ing, or by it, (i) on the Closing Datetelephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding DateExhibit A-1, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Initial Term Loans, Incremental Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed Loans being incurred pursuant to such Borrowing will are to be of Reference initially main-tained as Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto and (v) the location and number of the Borrower’s account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the case respective Notice of Eurodollar Rate LoansBorrowing, the requested Eurodollar Interest Period notice of such proposed Borrowing, of such Lender’s propor-tionate share thereof and (vi) instructions for the disbursement of the proceeds of other matters required by the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2make a Borrowing of Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it an Authorized Officer of the Borrower shall deliver give the Administrative Agent at its Notice Office, prior to the Agent 12:00 Noon (New York time), at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans, and at least one Business Day’s 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, signed by itexcept as otherwise expressly provided in Section 1.10, (i) on the Closing Datebe irrevocable, and, in the case of a Borrowing each written notice and each confirmation of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Datetelephonic notice, shall be in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A-1, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the respective Borrowing shall consist of Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed respective Borrowing will be shall consist of Reference Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto, (v) the account of the Borrower to which the proceeds of the respective Borrowing of Loans shall be disbursed, and (vi) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)proceeds of which are to be utilized to finance, in whole or in part, the Borrower may give purchase price of a Permitted Acquisition, (x) a reference to the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b)officer’s certificate, if any, delivered in accordance with Section 8.15, (y) the Borrower confirms aggregate principal amount of such notice by delivery Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the Total Unutilized Revolving Loan Commitment then in effect after giving effect to the respective Permitted Acquisition (and all payments to be made in connection therewith). The Administrative Agent shall promptly give each Lender which is required to make Loans of -------------- the required Tranche specified in the respective Notice of Borrowing to the Agent by facsimile transmission promptlyBorrowing, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing written notice (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to this Section 2.2(b) shall be -------------- irrevocablespecified in the Notice of Borrowing.

Notice of Borrowing. When the ii) Whenever any Borrower desires to ------------------- borrow under this Section 2.2make a Borrowing of Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it an Authorized Representative of such Borrower shall deliver give the Administrative Agent at its Notice Office at least one Business Day's prior written (or telephonic notice promptly confirmed in writing) notice of each Base Rate Loan and at least three Business Days' prior written (or telephonic notice promptly confirmed in writing) notice of each Euro Rate Loan to the Agent be made hereunder, PROVIDED that any such notice shall be deemed to have been given on a Notice ----------- of Borrowing, signed by it, certain day only if given before (ix) 2:00 P.M. (New York time) on the Closing Date, such day (in the case of a Borrowing of Revolving Loans on the Closing Date Dollar Denominated Loans) and (iiy) no later than 11:00 a.m. 1:00 P.M. (Los Angeles London time) on such day (A) on the Business Day immediately preceding the proposed Funding Date, in the case of Alternate Currency Denominated Revolving Loans). Each such written notice or written confirmation of telephonic notice (each, a Borrowing "Notice of Reference Rate Loans after the Closing Date Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable and (B) at least three (3) Business Days in advance shall be given by or on behalf of the proposed Funding Date, respective Borrower in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify Exhibit A, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing (stated in the relevant currency), (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the respective Borrowing shall consist of Tranche A Term Loans, Tranche B Term Loans, Dollar Facility Revolving Credit Availability as of the date of such Notice of BorrowingLoans, BFPH Multicurrency Facility Revolving Loans or U.K. Borrowers Multicurrency Facility Revolving Loans, (iv) in the case of Dollar Denominated Loans, whether the proposed Dollar Denominated Loans being made pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or Eurodollar Rate Loans, Loans and (v) in the case of Eurodollar Euro Rate Loans, the requested Eurodollar initial Interest Period and (vi) instructions for the disbursement to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, Tranche specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- respective Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any such proposed Borrowing Borrowing, of such Lender's proportionate share thereof (determined in accordance with Section 1.07) and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When the Borrower desires to ------------------- borrow under this Section 2.2Date: _________, it shall deliver to the Agent a Notice ----------- of Borrowing2002 The CIT Group/Business Credit, signed by itInc. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Loan Administrative Officer Re: $35,000,000 SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION FINANCING AGREEMENT DATED AS OF JANUARY 24, 2002, AS AMENDED AND RESTATED AS OF FEBRUARY 4, 2002, BY AND AMONG HARVARD INDUSTRIES, INC., HARVARD TRANSPORTATION CORPORATION, AND XXXXX-ALBION CORPORATION, AS BORROWERS, TRIM TRENDS CANADA LIMITED AND 000000 XXXXXX INC., AS GUARANTORS, THE CIT GROUP/BUSINESS CREDIT, INC., AS ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDER, CITICORP USA, INC., AS SYNDICATION AGENT AND LENDER, AND CITIBANK N.A., AS ISSUING BANK (iAS AT ANY TIME AMENDED, THE "AGREEMENT") on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such This Notice of Borrowing is delivered to you pursuant to Section 3.1(b) of the Agreement. Unless otherwise defined herein, capitalized terms used herein shall specify (i) have the proposed Funding Date (which shall be a Business Day), (ii) meanings attributable thereto in the Agreement. Borrower hereby requests an Advance in the aggregate principal amount of $___________, to be made on ___________, 2002. Borrower hereby ratifies and reaffirms all of its liabilities and obligations under the proposed Borrowing, (iii) the Revolving Credit Availability as Loan Documents and Borrower hereby certifies that no Default or Event of Default exists on the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowinghereof. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under has caused this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to be executed and delivered by its duly authorized officer, this ____ day of ______, 2002. By:________________________ Name: Title: EXHIBIT F FORM OF ASSIGNMENT AND TRANSFER ASSIGNMENT AND TRANSFER AGREEMENT dated as of ___________, ____ between [insert name of assigning Lender] (the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. "Assignor") and [insert name of Assignee] (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocable"Assignee").

Notice of Borrowing. When the (a) Whenever a Borrower desires to ------------------- borrow under this Section 2.2incur (x) Euro Rate Loans (excluding Borrowings of Swingline Loans and Mandatory Borrowings) or Bankers’ Acceptance Loans hereunder, it such Borrower shall deliver to give the Administrative Agent a at the Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) Office no later than 11:00 a.m. 2:00 P.M. (Los Angeles New York time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three Business Days’ prior notice of each Euro Rate Loan or Bankers’ Acceptance Loan to be incurred hereunder, (3y) Base Rate Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), such Borrower shall give the Administrative Agent prior notice at the Notice Office no later than 2:00 P.M. (New York time) at least one Business Days Day’s prior notice of each Base Rate Loan is to be incurred hereunder and (z) Canadian Prime Rate Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), such Borrower shall give the Administrative Agent at the Notice Office no later than 12:00 Noon (New York time) at least one Business Day’s prior notice of each Canadian Prime Rate Loan is to be incurred hereunder. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in advance of the proposed Funding DateSection 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify Exhibit A-1, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount or Face Amount, as the case may be, of the Loans to be made pursuant to such Borrowing (stated in the applicable Available Currency), (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the respective Borrowing shall consist of U.S. Borrower Revolving Credit Availability as of the date of such Notice of BorrowingLoans, Canadian Revolving Loans or European Borrower Revolving Loans, (iv) in the case of Dollar Denominated Loans, whether the proposed Dollar Denominated Loans being made pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or Eurodollar Rate Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto, (v) in the case of Eurodollar Rate Euro Denominated Loans and Other Foreign Currency Denominated Loans, the requested Eurodollar Interest Period to be initially applicable thereto, and (vi) instructions for in the disbursement case of Canadian Dollar Denominated Loans, whether the proceeds respective Borrowing shall consist of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Canadian Prime Rate Loans or converted into Eurodollar Rate Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of Schedule III). The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- respective Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)Borrowing, the Borrower may give the Agent telephonic notice of any such proposed Borrowing Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2, it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, incur Loans hereunder (i) on the Closing Date, in the case of a Borrowing of excluding Swingline Loans and Revolving Loans on incurred pursuant to a Mandatory Borrowing), an Authorized Officer of the Closing Date Borrower shall give the Administrative Agent at the Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan to be incurred hereunder and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three Business Days' prior written notice (3or telephonic notice promptly confirmed in writing) Business Days of each Eurodollar 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 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 advance Section 1.10, shall be irrevocable and shall be given by or on behalf of the proposed Funding Date, Borrower in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify Exhibit A-1, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing; (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, ; (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Revolving Credit Availability as of the date of such Notice of Borrowing, Loans or CL Loans; (iv) whether the proposed Loans being incurred pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate LoansLoans and, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar initial Interest Period to be applicable thereto; (v) to the extent that all or any portion of the Loans to be incurred pursuant to such Borrowing are to be used to fund a Permitted Acquisition, the amount of the Total Unutilized Available Commitment after giving effect to such Borrowing; and (vi) instructions for the disbursement whether all or any of the proceeds Loans being incurred pursuant to such Borrowing will utilize the respective Blocked Commitment (if any) at such time and, if so, a description of the proposed BorrowingDesignated Litigation Liabilities (and the aggregate amount thereof) being so paid at such time and the amount of the respective Blocked Commitment and the Total Blocked Commitment after giving effect to the incurrence of such Loans. The Revolving Administrative Agent shall promptly give each Lender which is required to make Loans made on of the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, Tranche specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- respective Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any such proposed Borrowing Borrowing, of such Lender's proportionate share thereof (determined in accordance with Section 1.07) and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When Whenever the Borrower desires a Revolving Loan be made, the Borrower shall give the Program Manager, not later than (x) 10:00 a.m. (New York City time) two Business Days prior to ------------------- borrow the proposed Funding Date of a LIBOR Loan and (y) 11:00 a.m. (New York City time) on the proposed Funding Date of a Market Rate Loan or a Prime Rate Loan, written notice, or telephonic notice from an Authorized Representative confirmed promptly by a Written Notice (which notice, in each case, shall be irrevocable) of its desire to make a borrowing of a Revolving Loan. Each notice of borrowing under this Section 2.2, it 1.03 shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, (i) on be signed by the Closing DateBorrower, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, be substantially in the case form of Exhibit VII-B hereto (each, a Borrowing of Reference Rate Loans after the Closing Date and "Borrower's Certificate"), (Biii) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which in each instance shall be a Business Day), (iiiv) specify the aggregate amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate LoansLoan being requested, (v) specify whether such Revolving Loan is to be a Market Rate Loan, a LIBOR Loan or a Prime Rate Loan, (vi) specify the Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period" and (vii) be accompanied by a Borrowing Base Certificate dated as of such date. If no Interest Period is specified, then the Borrower shall be deemed to have selected an Interest Period of one month's duration in the case of Eurodollar a LIBOR Loan or a Prime Rate LoansLoan and one day in the case of a Market Rate Loan. Promptly following receipt of a Borrower's Certificate in accordance with this Section, the requested Eurodollar Interest Period and (vi) instructions for the disbursement Program Manager shall advise each applicable Lender of the proceeds details thereof and of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date amount of such transmission. Any Notice Lender's portion of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocablethe requested Revolving Loan.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder, and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on such day. Each such notice (together with each notice delivered pursuant to Section 2.22.03(b)(i), it shall deliver to the Agent a “Notice ----------- of Borrowing”), signed except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by it, (i) on the Closing Datetelephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding DateExhibit A-1, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing; (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, ; (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute A Term Loans, B Term Loans, Revolving Credit Availability as of Loans or Incremental Term Loans and, if Incremental Term Loans, the date of such Notice of Borrowing, specific Tranche thereof; and (iv) whether the proposed Loans being incurred pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate LoansLoans and, (v) in the case of if Eurodollar Rate Loans, the requested Eurodollar initial Interest Period and (vi) instructions for the disbursement to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) Eurodollar Loans hereunder, it the Borrower shall deliver give the Administrative Agent at the Notice Office at least three Business Days' prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to be incurred hereunder, PROVIDED that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. (New York time) on such day. Each such notice (each a "Notice ----------- of Borrowing"), signed except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by itthe Borrower in writing, (i) on the Closing Dateor by telephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on Exhibit A-1, appropriately completed to specify the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance aggregate principal amount of the proposed Funding DateLoans to be incurred pursuant to such Borrowing, in the case date of a such Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), the Borrowing Base at such time (ii) based on the amount Borrowing Base Certificate last delivered), whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the proposed Borrowing, (iii) Tranche specified in the Revolving Credit Availability as of the date of such respective Notice of Borrowing, (iv) whether notice of such proposed Borrowing, of such Lender's proportionate share thereof and of the proposed Borrowing will other matters required by the immediately preceding sentence to be of Reference Rate Loans or Eurodollar Rate Loans, (v) specified in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When the (a) Whenever (v) a Borrower desires to ------------------- borrow under this Section 2.2incur Dollar Loans hereunder (excluding (I) Swingline Loans and (II) Revolving Loans incurred pursuant to a Mandatory Borrowing), it such Borrower shall deliver to give the Administrative Agent a at the applicable Notice ----------- Office at least one Business Day's prior notice of Borrowingeach Base Rate Loan, signed by it, and at least three Business Days' prior notice of each Eurodollar Loan (i) on the Closing Dateor, in the case of a Borrowing Eurodollar Loan with an Interest Period of Revolving other than a one, two, three or six-month period, at least five Business Days' prior notice of each such Eurodollar Loan), to be incurred hereunder, (w) the Canadian Incremental Term Loan Borrower desires to incur Canadian Incremental Term Loans on hereunder, the Closing Date and Canadian Incremental Term Loan Borrower shall give the Administrative Agent at the applicable Notice Office at least one Business Day's prior notice of each Canadian Incremental Term Loan (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Dateor, in the case of a Borrowing B/A Discount Rate Loan with an Interest Period of Reference other than a one, two, three or six-month period, at least five Business Days' prior notice of each such B/A Discount Rate Loan), to be incurred hereunder, (x) an Incremental Term Loan Borrower (other than the Canadian Incremental Term Loan Borrower) desires to incur Alternate Currency Incremental Term Loans after hereunder (other than Canadian Incremental Term Loans), such Incremental Term Loan Borrower shall give the Closing Date and (B) Administrative Agent at the applicable Notice Office at least three Business Days' (3or, in the case of an Alternate Currency Incremental Term Loan with an Interest Period of other than a one, two, three or six-month period, at least five Business Days') prior notice of each such Alternate Currency Incremental Term Loan to be incurred hereunder, (y) a Revolving Borrower desires to incur Primary Alternate Currency Revolving Loans hereunder, such Revolving Borrower shall give the Administrative Agent at the applicable Notice Office at least three Business Days in advance of the proposed Funding DateDays' (or, in the case of a Borrowing Primary Alternate Currency Revolving Loan with an Interest Period of Eurodollar other than a one, two, three or six-month period, at least five Business Days') prior notice of each such Primary Alternate Currency Revolving Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. (Local Time) on such day and (z) a Canadian Revolving Borrower desires to incur Canadian Prime Rate Loans after or Bankers' Acceptance Loans hereunder (excluding Canadian Prime Rate Loans to the Closing Dateextent resulting from automatic conversions of Bankers' Acceptance Loans as provided in Schedule XI), such Canadian Revolving Borrower shall give the Administrative Agent at the applicable Notice Office at least one Business Day's prior notice of each Canadian Prime Rate Loan, and at least three Business Days' prior notice of each Bankers' Acceptance Loan (or, in the case of a Bankers' Acceptance Loan with a term in excess of 180 days, at least five Business Days' prior notice of each such Bankers' Acceptance Loan). Such Each such notice (each a "Notice of Borrowing Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the respective Borrower in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify (i) the proposed Funding Date name of such Borrower, (ii) the aggregate principal amount or Face Amount, as the case may be, of the Loans to be made pursuant to such Borrowing (stated in Dollars or, in the case of Alternate Currency Loans, in the relevant Alternate Currency), (iii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Incremental Term Loans and Revolving Loans, the Applicable Currency, (v) whether the Loans being made pursuant to such Borrowing shall constitute A Term Loans, B Term Loans, Incremental Term Loans or Revolving Loans, (vi) (x) in the case of Dollar Loans, whether such Dollar Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans, and (y) in the case of Canadian Incremental Term Loans, whether such Canadian Incremental Term Loans being made pursuant to such Borrowing are to be initially maintained as Canadian Prime Rate Loans or, to the extent permitted hereunder, B/A Discount Rate Loans, (vii) in the case of all Euro Rate Loans and B/A Discount Rate Loans, the requested Eurodollar initial Interest Period to be applicable thereto, and (viviii) instructions for in the disbursement case of Canadian Revolving Loans, whether the respective Borrowing shall consist of Canadian Prime Rate Loans or, to the extent permitted hereunder, Bankers' Acceptance Loans and, if Bankers' Acceptance Loans, the term thereof (which shall comply with the requirements of Schedule XI). The Administrative Agent shall promptly give each Lender which is required to make Loans of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender's proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing."

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) LIBOR Loans hereunder, it the Borrower shall deliver to give the Administrative Agent a at the Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) Office at least three (3) Business Days Days’ prior notice of each LIBOR Loan to be incurred hereunder, (y) Alternate Currency Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least four (4) Business Days’ prior notice of each Alternate Currency Loan hereunder, and (z) 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 notice of each Base Rate Loan to be incurred hereunder on the date of such Borrowing; provided that (in advance of the proposed Funding Date, 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 City time) on such day (10:00 A.M. (New York City time) in the case of a Borrowing of Eurodollar Base Rate Loans after the Closing DateLoan). Such Each such notice (each, a “Notice of Borrowing Borrowing”), except as otherwise expressly provided in Section 2.11, shall specify be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit F, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Replacement Term B-1 Loans, Replacement Term B-2 Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Revolving Loans, whether such Revolving Loans will be denominated in Dollars or an Alternate Currency (and if an Alternate Currency, which Alternate Currency), (v) whether any Dollar Denominated Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the requested Eurodollar initial Interest Period to be applicable thereto and (vi) instructions for in the disbursement case of Alternate Currency Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender that is required to make Loans of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When the (a) Whenever a Borrower desires to ------------------- borrow under this Section 2.2incur Loans hereunder (excluding (w) Borrowings of Swingline Loans, (x) Borrowings of Revolving Loans incurred pursuant to a Mandatory Borrowing, (y) Borrowings of Competitive Bid Loans and (z) Borrowings of Canadian Prime Rate Loans to the extent resulting from automatic conversions of Bankers’ Acceptance Loans as provided in clause (i) of Schedule III), it shall deliver to give the Administrative Agent a at the Notice ----------- Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date each Base Rate Loan or Canadian Prime Rate Loan and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three Business Days’ prior written notice (3or telephonic notice promptly confirmed in writing) Business Days of each Euro Rate Loan, Bankers’ Acceptance Loan or Permitted Non-LIBOR-Based Alternate Currency Revolving Loan to be incurred hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 4:00 p.m. (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in advance of Section 1.11, shall be irrevocable and shall be given by the proposed Funding Date, respective Borrower in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall Exhibit A, appropriately completed to specify (i) the proposed Funding Date name of such Borrower, (ii) the purpose of such Borrowing, (iii) the aggregate principal amount (or Face Amount, as the case may be) of the Loans to be incurred pursuant to such Borrowing (stated in the relevant Available Currency), (iv) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Canadian Dollar Revolving Loans, whether the Canadian Dollar Revolving Loans being made pursuant to such Borrowing are to be initially maintained as Canadian Prime Rate Loans or Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of clause (a) of Schedule III), (vi) in the case of Euro Rate Loans, the requested Eurodollar initial Interest Period to be applicable thereto, (vii) in the case of Permitted Non-LIBOR Rate Alternate Currency Revolving Loans, the initial Non-LIBOR-Based Interest Period applicable thereto, (viii) in the case of Alternate Currency Revolving Loans, the specific Alternate Currency Revolving Loan Sub-Tranche pursuant to which such Alternate Currency Revolving Loans are to be incurred, and (viix) instructions for in the disbursement case of Dollar Revolving Loans, whether the proceeds of the proposed Borrowing. The Dollar Revolving Loans made on the Closing Date shall being incurred pursuant to such Borrowing are to be initially be Reference Rate Loans and thereafter may be continued maintained as Reference Base Rate Loans or converted into Eurodollar Rate Loans, . The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- respective Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)Borrowing, the Borrower may give the Agent telephonic notice of any such proposed Borrowing Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur Loans, it the Borrower shall deliver to give the Administrative Agent a Notice ----------- of Borrowing, signed by itat the Administrative Agent’s Office, (i) with respect to the Borrowing of Initial Loans on the Closing Date, (x) in the case of a LIBOR Loans, prior to 1:00 p.m. (New York City time) at least one Business Day’s prior written notice of the Borrowing of Revolving such Initial Loans on and (y) in the Closing Date case of ABR Loans, prior to 1:00 p.m. (New York City time) one Business Day’s prior written notice of the Borrowing of such Initial Loans and (ii) no later than 11:00 a.m. with respect to each other Borrowing of Loans (Los Angeles timeif any), (x) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and any LIBOR Loans, prior to 1:00 p.m. (BNew York City time) at least three (3) Business Days in advance Days’ prior written notice of the proposed Funding Date, such Borrowing of Loans and (y) in the case of a any ABR Loans, prior to 1:00 p.m. (New York City time) one Business Day’s prior written notice of such Borrowing of Eurodollar Rate Loans after the Closing DateLoans. Such notice (a “Notice of Borrowing Borrowing”) shall specify (iA) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (B) the date of the Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (ivC) whether the respective Borrowing shall consist of ABR Loans and/or LIBOR Loans and, if LIBOR Loans, the Interest Period to be initially applicable thereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration), (D) whether a PIK Interest Election has been made in respect of such Borrowing pursuant to Section 2.8(g) and (E) the Borrower’s wire instructions. The Administrative Agent shall promptly give each Lender written notice of (1) each proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v2) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a the Borrowing of Revolving Initial Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three Lender’s Commitment Percentage thereof and (3) days after the date of such transmission. Any other matters covered by the related Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2make a Borrowing of Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall deliver give the Administrative Agent at its Notice Office, prior to the Agent 12:00 Noon (New York City time), at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and at least one Business NEWYORK 9228865 (2K) -48- Day’s prior 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, signed by itexcept as otherwise expressly provided in Section 2.10, (i) on the Closing Datebe irrevocable, and, in the case of a Borrowing each written notice and each confirmation of Revolving Loans on telephonic notice, shall be given by an Authorized Officer of the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, Borrower in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A-1, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the respective Borrowing shall consist of Revolving Credit Availability as of Loans or Incremental Term Loans and, if Incremental Term Loans, the date of such Notice of Borrowing, specific Tranche thereof and (iv) whether the proposed respective Borrowing will be shall consist of Reference Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate LoansLoans and, (v) in the case of if Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement to be initially applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, Tranche specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- respective Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)Borrowing, the Borrower may give the Agent telephonic written notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to this Section 2.2(b) shall be -------------- irrevocablespecified in the Notice of Borrowing.

Notice of Borrowing. When the (a) Whenever any Borrower desires to ------------------- borrow under this Section 2.2, it make a Borrowing (other than of Local Currency Loans) hereunder the Company (but not any other Borrower) on behalf of itself or any other Borrower shall deliver give the Administrative Agent at its Notice Office at least (x) four Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurocurrency Loan denominated in a Eurocurrency other than Dollars to the Agent a Notice ----------- of Borrowing, signed by itbe made hereunder, (iy) three Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Eurocurrency Loan denominated in Dollars to be made hereunder and (z) same Business Day's written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan to be made hereunder, provided that any such notice shall be deemed to have been given on the Closing Date, a certain day only if given before 11:00 A.M. (New York time) (12:00 Noon (New York time) in the case of a Borrowing of Revolving Loans Base Rate Loans) on the Closing Date and such day. Each such written notice (ii) no later than 11:00 a.m. (Los Angeles timeor written confirmation of any telephonic notice) (A) on each a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Business Day immediately preceding the proposed Funding Date, Company in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall appropriately completed to specify (i) the proposed Funding Date date of such Borrowing (which shall be a Business Day), (ii) the aggregate principal amount of the proposed Loans to be made pursuant to such Borrowing, (iii) whether the Revolving Credit Availability Loans to be made pursuant to such Borrowing are to be initially maintained as of the date of such Notice of BorrowingBase Rate Loans or Eurocurrency Loans, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loansapplicable Borrower, and (v) in the case of Eurodollar Rate Eurocurrency Loans, the requested Eurodollar initial Interest Period and (vi) instructions for the disbursement currency to be applicable thereto. The Administrative Agent shall promptly give each Bank notice of such proposed Borrowing, of such Bank's proportionate share thereof and of the proceeds other matters required by the immediately preceding sentence to be specified in the Notice of the proposed Borrowing. The Revolving Any notices and the borrowing mechanics relating to Local Currency Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, set forth in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableapplicable Local Currency Documentation.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) Eurodollar Loans hereunder, it the Borrower shall deliver give the Administrative Agent at the Notice Office at least three Business Days' prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 10:00 A.M. (Chicago time) on such day. Each such notice (each a "Notice ----------- of Borrowing"), signed except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by itthe Borrower in writing, (i) on the Closing Dateor by telephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on Exhibit A, appropriately completed to specify the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance aggregate principal amount of the proposed Funding DateLoans to be incurred pursuant to such Borrowing, in the case date of a such Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) whether the amount Loans being incurred pursuant to such Borrowing shall constitute Tranche A Term Loans, Tranche B Term Loans or Revolving Loans and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the proposed Borrowing, (iii) Tranche specified in the Revolving Credit Availability as of the date of such respective Notice of Borrowing, (iv) whether notice of such proposed Borrowing, of such Lender's proportionate share thereof and of the proposed Borrowing will other matters required by the immediately preceding sentence to be of Reference Rate Loans or Eurodollar Rate Loans, (v) specified in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires Borrowers desire to ------------------- borrow under this Section 2.2make a Borrowing of Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall deliver give the Administrative Agent at its Notice Office, prior to the Agent 12:00 Noon (Philadelphia time), at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and at least one Business Day’s prior 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, signed by itexcept as otherwise expressly provided in Section 2.10, (i) on the Closing Datebe irrevocable, and, in the case of a Borrowing each written notice and each confirmation of Revolving Loans on telephonic notice, shall be given by an Authorized Officer of the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, Borrowers in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the respective Borrowing shall consist of Acquisition Loans or Revolving Credit Availability as of the date of such Notice of Loans (and, if Revolving Loans, whether they represent an Interim Borrowing), (iv) whether the proposed respective Borrowing will be shall consist of Reference Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto, and (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on Acquisition Loans, a reference to the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b)officer’s certificate, if any, delivered in accordance with Section 9.14. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Borrower confirms such notice by delivery of -------------- Tranche specified in the required respective Notice of Borrowing to the Agent by facsimile transmission promptlyBorrowing, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing written notice (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to this Section 2.2(b) shall be -------------- irrevocablespecified in the Notice of Borrowing.

Notice of Borrowing. When the Whenever Borrower desires to ------------------- borrow under this Section 2.22.01, it Borrower shall deliver to the give Agent, at Wells Fargo Real Estate Group Disbursement Center, 2120 East Park Plxxx, Suite 100, El Segundo, California 90245, with x xxxx xx: Xxxxx Xxxxx Xxxx, X.X., 000 Xxxx Xxxxxx Xxxxx, Xxxte 2550, Chicago, Xxxxxois 60606, Attn: Acxxxxx Xxxxxxx, xx such other address as Agent a shall designate, an original or facsimile Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. 10:00 A.M. (Los Angeles California time) (A) on the Business Day immediately preceding the proposed Funding Date), in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least not less than three (3) nor more than five (5) Business Days in advance of prior to the proposed Funding Date, in the case Date of a Borrowing of Eurodollar Rate Loans after the Closing Dateeach Loan. Such Each Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day)) in respect of the Loan, (ii) the amount of the proposed BorrowingLoan, (iii) provided that the Revolving Credit Availability as of the date aggregate amount of such Notice of Borrowing, proposed Loan shall equal (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (vA) in the case of Eurodollar Base Rate Loans, One Million Dollars ($1,000,000) or integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof, or (B) in the requested Eurodollar Interest Period case of LIBOR Loans, One Million Dollars ($1,000,000) or integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof, and (viiii) instructions for whether the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans Loan to be made on the Closing Date shall initially thereunder will be Reference a Base Rate Loans and thereafter may be continued as Reference Rate Loans Loan or converted into Eurodollar Rate Loansa LIBOR Loan and, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such if a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)LIBOR Loan, the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmissionInterest Period. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b2.01(b) shall be -------------- irrevocable. Each such Notice of Borrowing shall be accompanied by all reports or documents required to be delivered by Borrower to Agent or any Lender under this Agreement. Borrower may elect (A) so long as no Event of Default has occurred and is continuing, to convert Base Rate Loans or any portion thereof into LIBOR Loans, (B) to convert LIBOR Loans or any portion thereof into Base Rate Loans, or (C) so long as no Event of Default has occurred and is continuing, to continue any LIBOR Loans or any portion thereof for an additional Interest Period, provided, however, that the aggregate amount of Loans being continued as or converted into LIBOR Loans shall, in the aggregate, equal One Million Dollars ($1,000,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof. The applicable Interest Period for the continuation of any LIBOR Loan shall commence on the day on which the next preceding Interest Period expires. Each such election shall be made by giving Agent, at 2120 E. Park Place, Suite 100, El Segundo, California 90245, Attn: Jxxx Xxxxxxx-Xxxx, x Xxxxxx xx Xxxxxxxxxxxx/Xxxxxxxxxx xx 00:00 A.M. (Xxxxxxxxxx xxxx) on the date of a conversion to a Base Rate Loan, or by 10:00 A.M. (California time) not less than three (3) nor more than five (5) Business Days prior to the date of a conversion to or continuation of a LIBOR Loan, specifying, in each case (1) whether a conversion or continuation is to occur, (2) the amount of the conversion or continuation, (3) the Interest Period therefor, in the case of a conversion to or continuation of a LIBOR Loan, and (4) the date of the conversion or continuation (which date shall be a Business Day). Agent shall promptly notify each Lender, but in any event within one (1) Business Day after receipt of such notice, of its receipt of each such notice and the contents thereof. Notwithstanding anything to the contrary contained herein and subject to the default interest provisions contained in Section 2.03, if an Event of Default occurs and as a result thereof the Commitments are terminated, all LIBOR Loans will convert to Base Rate Loans upon the expiration of the applicable Interest Periods therefor or the date all Loans become due, whichever occurs first. Except as provided above, the conversion of a LIBOR Loan to a Base Rate Loan shall only occur on the last Business Day of the Interest Period relating to such LIBOR Loan. In the absence of an effective election by Borrower of a LIBOR Loan and Interest Period in accordance with the above procedures prior to the third (3rd) Business Day prior to the expiration of the then current Interest Period with respect to any LIBOR Loan, interest on such LIBOR Loan shall accrue at the interest rate then applicable to a LIBOR Loan for an Interest Period of thirty (30) days, effective immediately upon the expiration of the then-current Interest Period, without prejudice, however, to the right of Borrower to elect a Base Rate Loan or a different Interest Period in accordance with the terms and provisions of this Agreement; provided, however, that if such continuation shall cause the number of LIBOR Loan tranches to exceed six (6), such LIBOR Loan shall be converted to a Base Rate Loan.

Notice of Borrowing. When (a) Whenever (I) WLI desires to incur USF Loans, it shall give the Administrative Agent at its Notice Office, (x) prior to 12:00 Noon (New York time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and (y) prior to 12:00 Noon (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 (II) a Borrower desires to ------------------- borrow under this Section 2.2incur MCF Loans, it shall deliver give the Administrative Agent at its Notice Office prior to the Agent a Notice ----------- of Borrowing, signed by it, 12:00 Noon (iLondon time) on the Closing Date, at least three Business Days' (one Business Day in the case of a Pound Sterling-denominated Loans) prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Revolving such MCF Loans, provided that Lira Loans on will be made upon such written notice (or telephonic notice promptly confirmed in writing) being given to the Closing Date and Lira Lender (iiwith a copy to the Administrative Agent) no later than 11:00 a.m. by the Italian Borrower as agreed by such parties. Each such notice (Los Angeles timeeach, a "Notice of Borrowing") (A) on the Business Day immediately preceding the proposed Funding Date, shall be in the case form of a Borrowing of Reference Rate Loans after the Closing Date Exhibit A and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall be irrevocable and shall specify (i) the proposed Funding Date identity of the Borrower, (ii) the Facility pursuant to which such Borrowing is being made and, in the case of MCF Loans, the Approved Currency for such Loans, (iii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing (stated in the applicable Approved Currency), (iv) the date of Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate USF Loans, whether the requested respective Borrowing shall consist of Base Rate Loans or Eurodollar Interest Period Loans and (vi) instructions for if MCF Loans or Eurodollar Loans, the disbursement of the proceeds of the proposed BorrowingInterest Period to be initially applicable thereto. The Revolving Loans made on the Closing Date Administrative Agent shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may promptly give the Agent telephonic each Lender written notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of the portion, if any, thereof to this Section 2.2(b) shall be -------------- irrevocablefunded by such Lender and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) LIBOR Loans hereunder, it the Borrower shall deliver to give the Administrative Agent a at the Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) Office at least three (3) Business Days Days’ prior notice of each LIBOR Loan to be incurred hereunder, (y) Alternate Currency Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least four (4) Business Days’ prior notice of each Alternate Currency Loan hereunder, and (z) 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 notice of each Base Rate Loan to be incurred hereunder on the date of such Borrowing; provided that (in advance of the proposed Funding Date, 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 City time) on such day (10:00 A.M. (New York City time) in the case of a Borrowing of Eurodollar Base Rate Loans after the Closing DateLoan). Such Each such notice (each, a “Notice of Borrowing Borrowing”), except as otherwise expressly provided in Section 2.11, shall specify be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit F, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Revolving Loans, whether such Revolving Loans will be denominated in Dollars or an Alternate Currency (and if an Alternate Currency, which Alternate Currency), (v) whether any Dollar Denominated Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the requested Eurodollar initial Interest Period to be applicable thereto and (vi) instructions for in the disbursement case of Alternate Currency Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender that is required to make Loans of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2make a Borrowing hereunder (excluding (x) Borrowings of Swingline Loans and (y) Mandatory Borrowings), it an Authorized Officer of the Borrower shall deliver give the Administrative Agent at its Notice Office, prior to the Agent 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans, and at least one Business Day's 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, signed by itexcept as otherwise expressly provided in Section 1.10, (i) on the Closing Datebe irrevocable, and, in the case of a Borrowing each written notice and each confirmation of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Datetelephonic notice, shall be in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed respective Borrowing will be shall consist of Reference Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto, and (viv) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)proceeds of which are to be utilized to finance, in whole or in part, the Borrower may give purchase price of a Permitted Acquisition, (x) a reference to the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b)officer's certificate, if any, delivered in accordance with Section 8.13, (y) the Borrower confirms aggregate principal amount of such notice by delivery of -------------- Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the required Notice of Borrowing Total Unutilized Revolving Loan Commitment then in effect after giving effect to the respective Permitted Acquisition (and all payments to be made in connection therewith). The Administrative Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing promptly give each Bank written notice (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of such Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to this Section 2.2(b) shall be -------------- irrevocablespecified in the Notice of Borrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to incur ------------------- borrow under this Section 2.2(x) Eurodollar Loans hereunder, it shall deliver give the Administrative Agent at the Notice Office at least three Business Days' prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each -------- case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on such day. Each such notice (each a "Notice ----------- of Borrowing"), signed except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be in writing, or by it, (i) on the Closing Datetelephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding DateExhibit A-1, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Revolving Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iiiii) whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto, and (iv) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, the purchase price of a Permitted Acquisition, the amount of the Total Unutilized Revolving Loan Commitment after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Revolving Loans, notice of the proposed Borrowing, (iii) the Revolving Credit Availability as of such Lender's proportionate share thereof and of the date of such other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocable.

Notice of Borrowing. When Whenever the Borrower desires to ------------------- borrow under this Section 2.2, it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of make a Borrowing of Revolving Term Loans on hereunder, the Closing Date and Borrower shall give the Administrative Agent at its Notice Office at least one (ii1) no later than 11:00 a.m. Business Day’s prior written notice (Los Angeles timeor telephonic notice promptly confirmed in writing) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a each Borrowing of Reference Base Rate Term Loans after the Closing Date to be made hereunder and (B) at least three (3) Business Days Days’ (or such shorter period as the Administrative Agent shall agree in advance its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan to be made hereunder; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion). Each such notice (each, 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 proposed Funding DateBorrower, in the case 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 Borrowing Responsible Officer of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify Borrower to specify: (i) the proposed Funding Date 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), (ii) the amount of the proposed Borrowing, (iii) whether the Revolving Credit Availability as respective Borrowing shall consist of the date of such Notice of BorrowingInitial Term Loans, Term B Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the proposed Term Loans being made pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Term Loans or Eurodollar LIBO Rate Loans, Term Loans and (v) in the case of Eurodollar LIBO Rate Term Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement to be initially applicable thereto. The Administrative Agent shall promptly give each Lender of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When the (a) Whenever a Borrower desires to ------------------- borrow under this Section 2.2incur Loans hereunder (excluding (w) Borrowings of Swingline Loans, it shall deliver (x) Borrowings of Revolving Loans incurred pursuant to a Mandatory Borrowing, (y) Borrowings of Competitive Bid Loans and (z) Borrowings of Canadian Prime Rate Loans to the Agent a Notice ----------- extent resulting from automatic conversions of Borrowing, signed by itBankers’ Acceptance Loans as provided in clause (i) of Schedule III), (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on Base Rate Loan to be incurred hereunder, it shall give the Closing Date and Administrative Agent prior written notice (iior telephonic notice promptly confirmed in writing) no later than 11:00 a.m. (Los Angeles time) (A) at the Notice Office on the Business Day immediately preceding the of such proposed Funding DateBorrowing, (ii) in the case of a Borrowing of Reference Canadian Base Rate Loans after Loan to be incurred hereunder, it shall give the Closing Date Administrative Agent at the Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing), and (Biii) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing Euro Rate Loan, Bankers’ Acceptance Loan or Permitted Non-LIBOR-Based Alternate Currency Revolving Loan to be incurred hereunder, it shall give the Administrative Agent at the Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing); provided that any such notice shall be deemed to have been given on a certain day only (i) in the case of Eurodollar a Canadian Base Rate Loans after Loan, Euro Rate Loan, Bankers’ Acceptance Loan or Permitted Non-LIBOR-Based Alternate Currency Revolving Loan, if given before 4:00 p.m. (New York time) on such day and (ii) in the Closing Datecase of a Base Rate Loan, if given before 11:00 a.m. (New York time) on such day. Such Each such written notice or written confirmation of telephonic notice (each, a “Notice of Borrowing Borrowing”), except as otherwise expressly provided in Section 1.11, shall be irrevocable and shall be given by the respective Borrower in the form of Exhibit A, appropriately completed to specify (i) the proposed Funding Date name of such Borrower, (ii) the purpose of such Borrowing, (iii) the aggregate principal amount (or Face Amount, as the case may be) of the Loans to be incurred pursuant to such Borrowing (stated in the relevant Available Currency), (iv) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Canadian Dollar Revolving Loans, whether the Canadian Dollar Revolving Loans being made pursuant to such Borrowing are to be initially maintained as Canadian Prime Rate Loans or Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of clause (a) of Schedule III), (vi) in the case of Euro Rate Loans, the requested Eurodollar initial Interest Period to be applicable thereto, (vii) in the case of Permitted Non-LIBOR Rate Alternate Currency Revolving Loans, the initial Non-LIBOR-Based Interest Period applicable thereto, (viii) in the case of Alternate Currency Revolving Loans, the specific Alternate Currency Revolving Loan Sub-Tranche pursuant to which such Alternate Currency Revolving Loans are to be incurred, and (viix) instructions for in the disbursement case of Dollar Revolving Loans, whether the proceeds of the proposed Borrowing. The Dollar Revolving Loans made on the Closing Date shall being incurred pursuant to such Borrowing are to be initially be Reference Rate Loans and thereafter may be continued maintained as Reference Base Rate Loans or converted into Eurodollar Rate Loans, . The Administrative Agent shall promptly give each Lender which is required to make Loans specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- respective Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)Borrowing, the Borrower may give the Agent telephonic notice of any such proposed Borrowing Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) Eurodollar Loans hereunder, it the Borrower shall deliver give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York City time) on such day. Each such notice (each, a “Notice ----------- of Borrowing”), signed except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by it, (i) on the Closing Datetelephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding DateExhibit A-1, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Initial Term Loans, Incremental Term Loans or Revolving Credit Availability as of Loans and, if Incremental Term Loans, the date of such Notice of Borrowingspecific Tranche thereof, (iv) whether the proposed Loans being incurred pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Dateproceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the Borrower may amount of the Total Unutilized Revolving Loan Commitment after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Agent telephonic Tranche specified in the respective Notice of Borrowing, notice of any such proposed Borrowing Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When the (a) Whenever (x) a Borrower desires to ------------------- borrow under this Section 2.2incur Dollar Loans hereunder (excluding Swingline Loans and Revolving Loans incurred pursuant to a Mandatory Borrowing), it such Borrower shall deliver to give the Administrative Agent a at the applicable Notice ----------- Office at least one Business Day's prior notice of Borrowingeach Base Rate Loan, signed by it, and at least three Business Days' prior notice of each Eurodollar Loan (i) on the Closing Dateor, in the case of a Borrowing Eurodollar Loan with an Interest Period of other than a one, two, three or six-month period, at least five Business Days' prior notice of each such Eurodollar Loan), to be incurred hereunder, (y) an Incremental Term Loan Borrower desires to incur Alternate Currency Incremental Term Loans hereunder, such Incremental Term Loan Borrower shall give the Administrative Agent at the applicable Notice Office at least three Business Days' (or, in the case of an Alternate Currency Incremental Term Loan with an Interest Period of other than a one, two, three or six-month period, at least five Business Days') prior notice of each such Alternate Currency Incremental Term Loan to be incurred hereunder, and (z) a Revolving Borrower desires to incur Primary Alternate Currency Revolving Loans on hereunder, such Revolving Borrower shall give the Closing Date and Administrative Agent at the applicable Notice Office at least three Business Days' (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Dateor, in the case of a Borrowing Primary Alternate Currency Revolving Loan with an Interest Period of Reference Rate Loans after the Closing Date and (B) other than a one, two, three or six-month period, at least three five Business Days') prior notice of each such Primary Alternate Currency Revolving Loan to be incurred hereunder, provided that (3in each case) Business Days any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. (Local Time) on such day. Each such notice (each a "Notice of Borrowing"), except as otherwise expressly provided in advance Section 1.10, shall be irrevocable and shall be given by the respective Borrower in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify (i) the name of such Borrower, (ii) the aggregate principal amount of the proposed Funding DateLoans to be made pursuant to such Borrowing (stated in Dollars or, in the case of a Borrowing of Eurodollar Rate Loans after Alternate Currency Loans, in the Closing Date. Such Notice of Borrowing shall specify relevant Alternate Currency), (iiii) the proposed Funding Date date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Incremental Term Loans and Revolving Loans, the Applicable Currency, (v) whether the Loans being made pursuant to such Borrowing shall constitute A Term Loans, B Term Loans, Incremental Term Loans or Revolving Loans, (vi) in the case of Dollar Loans, whether such Dollar Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans, and (vii) in the case of all Euro Rate Loans, the requested Eurodollar initial Interest Period and (vi) instructions for the disbursement to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender's proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Initial Term Loans or Incremental Term Loans, as the case may be, of such Xxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Whenever the Borrower desires to ------------------- borrow Incur Revolving Credit Loans hereunder (other than Mandatory Borrowing or borrowings to repay Unpaid Drawings under this Section 2.2Letters of Credit), it shall deliver to give the Administrative Agent a Notice ----------- of Borrowing, signed by itat the Administrative Agent’s Office, (i) on the Closing Date, in the case prior to 1:00 p.m. (New York City time) at least three Business Days’ prior written notice of a each Borrowing of Revolving Credit Loans that are to be initially Fixed Rate Loans (other than Australian Dollar Denominated Loans), (ii) prior to 1:00 p.m. (New York City time) at least four Business Days’ prior written notice of each Borrowing of Revolving Credit Loans that are to be initially Australian Dollar Denominated Loans and (iii) prior to 10:00 a.m. (New York City time) on the date of such Borrowing prior written notice of each Borrowing of Revolving Credit Loans that are to be ABR Loans; provided that any Notice of Borrowing to be made on the Closing Date and or on any Incremental Facility Closing Date (iiwhether Fixed Rate Loans or ABR Loans) no may be given not later than 11:00 a.m. (Los Angeles New York City time) (Aor such later date as the Administrative Agent may reasonably agree) on the one Business Day immediately preceding prior to the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance date of the proposed Funding DateBorrowing, in which notice may be subject to the case effectiveness of a Borrowing of Eurodollar Rate Loans after the Closing DateCredit Agreement. Such Each such Notice of Borrowing Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the proposed Funding Date aggregate principal amount and currency of the Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, and (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed respective Borrowing will be shall consist of Reference Rate ABR Loans or Eurodollar Rate Loans, (v) solely in the case of Eurodollar Revolving Credit Loans denominated in Dollars) and/or Fixed Rate Loans, and, if Fixed Rate Loans, the requested Eurodollar Interest Period and to be initially applicable thereto. Such notice may be given by (viA) instructions for telephone or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the disbursement Administrative Agent of the proceeds a Notice of the proposed Borrowing. The Revolving Loans made on the Closing Date Administrative Agent shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may promptly give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocable.each Lender written -110- #96562806v11

Notice of Borrowing. When (a) Whenever the Borrower desires Borrowers desire to ------------------- borrow under this Section 2.2, it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of incur Term Loans or Revolving Loans on hereunder, they shall give the Closing Date Administrative Agent at the Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three Business Days’ prior written notice (3or telephonic notice promptly confirmed in writing) Business Days of each Eurodollar Rate Loan to be incurred hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 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 advance of Section 1.11, shall be irrevocable and shall be given by the proposed Funding Date, Borrowers in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall Exhibit A, appropriately completed to specify (i) the proposed Funding Date aggregate principal amount of the Term Loans and/or Revolving Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the whether such Term Loans and/or Revolving Credit Availability Loans are to be incurred as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Base Rate Loans or Eurodollar Rate LoansLoans and, (v) in the case of if Eurodollar Rate Loans, the requested Eurodollar initial Interest Period to be applicable thereto, (iv) the Borrowing Base Amount at such time (based on the Borrowing Base Certificate last delivered or then being delivered) and (viv) instructions for the disbursement sum of (I) the aggregate principal amount of all Loans outstanding at such time (after giving effect to the proposed Borrowing), (II) the aggregate amount of all Letter of Credit Outstandings at such time and (III) the aggregate principal amount of all other Unsecured Consolidated Total Indebtedness of the Borrowers at such time (after giving effect to the proposed Borrowing and the application of the proceeds therefrom). The Administrative Agent shall promptly give each Lender with a Commitment of the applicable Tranche notice of such proposed Borrowing. The Revolving Loans made on , of such Lender’s proportionate share thereof and of the Closing Date shall initially other matters required by the immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) LIBOR Loans hereunder, it the Borrower shall deliver to give the Administrative Agent a at the Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) Office at least three (3) Business Days Days’ prior notice of each LIBOR Loan to be incurred hereunder, (y) Alternate Currency Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least four (4) Business Days’ prior notice of each Alternate Currency Loan hereunder, and (z) 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 notice of each Base Rate Loan to be incurred hereunder on the date of such Borrowing; provided that (in advance of the proposed Funding Date, 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 City time) on such day (10:00 A.M. (New York City time) in the case of a Borrowing of Eurodollar Base Rate Loans after the Closing DateLoan). Such Each such notice (each, a “Notice of Borrowing Borrowing”), except as otherwise expressly provided in Section 2.11, shall specify be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit F, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term B-2 Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Revolving Loans, whether such Revolving Loans will be denominated in Dollars or an Alternate Currency (and if an Alternate Currency, which Alternate Currency), (v) whether any Dollar Denominated Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the requested Eurodollar initial Interest Period to be applicable thereto and (vi) instructions for in the disbursement case of Alternate Currency Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender that is required to make Loans of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When Whenever the Borrower desires to ------------------- borrow under this Section 2.2, it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of make a Borrowing of Revolving Term Loans on hereunder, the Closing Date and Borrower shall give the Administrative Agent at its Notice Office at least one (ii1) no later than 11:00 a.m. Business Day’s prior written notice (Los Angeles timeor telephonic notice promptly confirmed in writing) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a each Borrowing of Reference Base Rate Term Loans after the Closing Date to be made hereunder and (B) at least three (3) U.S. Government Securities Business Days Days’ (or such shorter period as the Administrative Agent shall agree in advance its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each Term SOFR 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, 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 proposed Funding DateBorrower, in the case 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 Borrowing Responsible Officer of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify Borrower to specify: (i) the proposed Funding Date 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), (ii) the amount of the proposed Borrowing, (iii) whether the Revolving Credit Availability as respective Borrowing shall consist of the date of such Notice of BorrowingInitial Term Loans, Term B Loans, Term B-1 Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the proposed Term Loans being made pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Term Loans or Eurodollar Rate Loans, Term SOFR Term Loans and (v) in the case of Eurodollar Rate Term SOFR Term Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement to be initially applicable thereto. The Administrative Agent shall promptly give each Lender of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Xxxxxx’s proportionate share thereof (determined in accordance with Section 2.07) and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When the (i) Whenever a Borrower desires to ------------------- borrow under this Section 2.2that Lenders make Term Loans, US Revolving Loans, Multicurrency Revolving Loans or Offshore Revolving Loans, it shall deliver to the Administrative Agent a Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. 12:00 Noon (Los Angeles New York time) (Aw) on the at least one Business Day immediately preceding in advance of the proposed Funding Date, in the case of a Borrowing of Reference any Base Rate Loans after the Closing Date and Loan, (Bx) at least three (3) two Business Days in advance of the proposed Funding Date, in the case of a Borrowing B/A Discount Rate Loan, (y) at least three Business Days in advance of Eurodollar the proposed Funding Date, in the case of a Eurocurrency Rate Loans after Loan (other than a Eurocurrency Rate Loan denominated in ADollars) or (z) at least four Business Days in advance of the Closing proposed Funding Date, in the case of a Eurocurrency Rate Loan denominated in ADollars. Such The Notice of Borrowing shall specify (i1) the proposed Funding Date (which shall be a Business Day), (ii2) the amount amount, currency and Type of the proposed BorrowingLoans, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv3) whether the proposed Borrowing will such Loans are initially to consist of Base Rate Loans, Eurocurrency Rate Loans, B/A Discount Rate Loans, or a combination thereof, and (4) if such Loans, or any portion thereof, are initially to be of Reference Eurocurrency Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar B/A Discount Rate Loans, the requested Eurodollar amounts thereof and the initial Interest Periods therefor; and except as set forth in subsection 3.2B, such Notice of Borrowing shall further certify that subsection 3.2B is satisfied on and as of that Funding Date; provided that the minimum amount of US Revolving Loans and Multicurrency Revolving Loans, if any, to be made on any Funding Date as Eurocurrency Rate Loans with a particular Interest Period shall be $10,000,000 and (vi) instructions for integral multiples of $1,000,000 in excess of that amount and the disbursement minimum amount of Offshore Revolving Loans to be made on any Funding Date shall be as set forth in subsection 2.1C; and provided further that, O-I Canada may not deliver a Notice of Borrowing requesting a Canadian Revolving Loan at any time a Canadian Overdraft Agreement is in effect. Notwithstanding anything in this Agreement to the proceeds contrary, no Lender shall make or be obligated to make a US Revolving Loan, a Multicurrency Revolving Loan or an Offshore Revolving Loan, as the case may be, if it shall have received notification of a delivery of a Loan Limitation Notice to a Borrower with respect to such US Revolving Loan, Multicurrency Revolving Loan or Offshore Revolving Loan from Administrative Agent on or prior to the first Business Day immediately preceding the proposed BorrowingFunding Date for such US Revolving Loan, Multicurrency Revolving Loan or Offshore Revolving Loan. The Term Loans, US Revolving Loans, Multicurrency Revolving Loans made on the Closing Date shall initially be Reference Rate and Offshore Revolving Loans and thereafter may be continued as Reference or converted into Base Rate Loans, Eurocurrency Rate Loans or converted into Eurodollar B/A Discount Rate Loans, Loans in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. subsection 2.2D. In lieu of delivering such a ----------- the above-described Notice of Borrowing (except with respect to Borrowing, a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Administrative Agent irrevocable telephonic notice by the required time of any proposed Borrowing by the time required borrowing under this Section 2.2(b), if the Borrower confirms subsection 2.1; provided that such notice shall be promptly confirmed in writing by delivery of -------------- the required a Notice of Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered or prior to the Agent within three (3) days after Funding Date of the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocablerequested Loans.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2, it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, incur (ix) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Fixed Rate Loans after hereunder, an Authorized Officer of the Closing Date and (B) Borrower shall give the Administrative Agent at the Notice Office at least three (3) Business Days’ (and in respect of Loans to be funded (i) on the Amendment No. 13 Effective Date, two (2) Business Days, (ii) in Euros (other than Euro 2020 Term B-1 Loans) or Pounds Sterling, four (4) Business Days and (iii) in advance any Alternate Currency other than Dollars, Euros or Pounds Sterling, five (5) Business Days) prior notice of each Fixed Rate Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), an Authorized Officer of the proposed Funding Date, Borrower shall give the Administrative Agent at the Notice Office notice of each Base Rate Loan to be incurred hereunder on the date of such Borrowing; 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 City time) on such day in the case of a Borrowing of Eurodollar both Fixed Rate Loans after the Closing Dateand Base Rate Loans. Such Each such notice (each, a “Notice of Borrowing Borrowing”), except as otherwise expressly provided in Section 2.11, shall specify be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit F (or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent)), appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Dollar 2020 Term B-1 Loans, Euro 2020 Term B-1 Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Revolving Loans, whether such Revolving Loans will be denominated in Dollars or an Alternate Currency (and if an Alternate Currency, which Alternate Currency), (v) whether any Dollar Denominated Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the requested Eurodollar initial Interest Period to be applicable thereto and (vi) instructions for in the disbursement case of Alternate Currency Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) Eurodollar Loans hereunder, it the Borrower shall deliver to give the Agent at the Notice Office at least three Business Days' prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Agent at the Notice ----------- Office at least one Business Day's prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on such day. Each such notice (each a "Notice of Borrowing"), signed except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by itthe Borrower in writing, (i) on the Closing Dateor by telephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (Exhibit A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall appropriately completed to specify (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed Loans being incurred pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto and (v) in the case respective portion of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a any Borrowing of Revolving Loans on to constitute Acquisition Loans and/or Working Capital Loans, as the Closing Date)case may be. The Agent shall promptly give each Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, the Borrower may give the Agent telephonic notice of any such proposed Borrowing Borrowing, of such Bank's proportionate share thereof and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur Loans, it shall deliver give notice to the Administrative Agent a at its Notice ----------- of Borrowing, signed by it, (i) on the Closing DateOffice, in the case of a any Borrowing under the General Revolving Facility of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Eurodollar Loans to be made hereunder, prior to 12:00 noon (local time at its Notice Office), at least three Business Day immediately preceding the proposed Funding Date, Days' prior written or telephonic notice thereof (in the case of a Borrowing of Reference Rate Loans after telephonic notice, promptly confirmed in writing if so requested by the Closing Date and Administrative Agent); or (B) Prime Rate Loans to be made hereunder, prior to 12:00 noon (local time at its Notice Office), at least three same Business Day's prior written or telephonic notice thereof (3) Business Days in advance of the proposed Funding Date, in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent). Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: the Facility under which the Borrowing is to be incurred; the aggregate principal amount of Eurodollar Rate the Loans after to be made pursuant to such Borrowing; the Closing Date. Such Notice date of the Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) ; whether the proposed Borrowing will be shall consist of Reference Prime Rate Loans or Eurodollar Rate Loans, (v) in ; and if the case requested Borrowing consists of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for to be initially applicable thereto. If the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, Borrower fails to specify in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)Interest Period for any Eurodollar Loans, the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy Interest Period shall be delivered deemed to the be one month. The Administrative Agent within three (3) days after the date of such transmission. Any Notice of Borrowing shall promptly give each Lender which has a Commitment under any applicable Facility written notice (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant to this Section 2.2(b) shall be -------------- irrevocableof each proposed Borrowing under the applicable Facility, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto.

Notice of Borrowing. When the (a) Whenever a Borrower desires to ------------------- borrow under this Section 2.2incur Loans hereunder (excluding (w) Borrowings of Swingline Loans, (x) Borrowings of Revolving Loans incurred pursuant to a Mandatory Borrowing, (y) Borrowings of Competitive Bid Loans and (z) Borrowings of Canadian Prime Rate Loans to the extent resulting from automatic conversions of Bankers' Acceptance Loans as provided in clause (i) of Schedule III), it shall deliver to give the Paying Agent a at the Notice ----------- Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date each Base Rate Loan or Canadian Prime Rate Loan and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three Business Days' prior written notice (3or telephonic notice promptly confirmed in writing) Business Days of each Euro Rate Loan or Bankers' Acceptance Loan to be incurred hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each a "Notice of Borrowing"), except as otherwise expressly provided in advance of Section 1.11, shall be irrevocable and shall be given by the proposed Funding Date, respective Borrower in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall Exhibit A, appropriately completed to specify (i) the proposed Funding Date name of such Borrower or Borrowers, (ii) the purpose of such Borrowing, (iii) the aggregate principal amount (or Face Amount, as the case may be) of the Loans to be incurred pursuant to such Borrowing (stated in the Applicable Currency), (iv) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (ivv) whether the proposed Loans being incurred pursuant to such Borrowing will be of Reference Rate shall constitute Tranche I Term Loans, Tranche II Term Loans or Eurodollar Rate Revolving Loans, (vvi) in the case of Dollar Loans, whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans, (vii) in the case of Canadian Dollar Revolving Loans, whether the Loans being made pursuant to such Borrowing are to be initially maintained as Canadian Prime Rate Loans or Bankers' Acceptance Loans and, if Bankers' Acceptance Loans, the term thereof (which shall comply with the requirements of clause (a) of Schedule III) and (viii) in the case of Euro Rate Loans, the requested Eurodollar initial Interest Period and (vi) instructions for the disbursement to be applicable thereto. The Paying Agent shall promptly give each Lender which is required to make Loans of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender's proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever (x) the US Borrower desires to ------------------- borrow under this Section 2.2incur Dollar Loans hereunder (other than Swingline Loans and Revolving Loans incurred pursuant to a Mandatory Borrowing), it the US Borrower shall deliver give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan, and at least three Business Days' prior notice of each Eurodollar Loan, 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, and (y) any Foreign Borrower desires to incur Foreign Currency Loans hereunder, such Foreign Borrower shall give the Administrative Agent at the Notice Office at least three Business Days' prior notice of each such Foreign Currency Loan, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (Local time) on such day. Each such notice (each a "Notice ----------- of Borrowing"), signed except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by itthe applicable Borrower in writing, (i) on the Closing Dateor by telephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (Exhibit A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall appropriately completed to specify (i) the proposed Funding Date date of such incurrence (which shall be a Business Day), (ii) the aggregate principal amount of the proposed BorrowingRevolving Loans to be made (stated in the applicable Approved Currency), (iii) the Approved Currency for such Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) in the case of Dollar Loans, whether the proposed Borrowing will such Dollar Loans being made are to be of Reference initially maintained as Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans, and (v) in the case of Eurodollar Euro Rate Loans, the requested Eurodollar initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender notice of such proposed incurrence, of such Lender's proportionate share thereof and (vi) instructions for the disbursement of the proceeds of other matters required by the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When the (a) Whenever a Borrower desires to ------------------- borrow under this Section 2.2incur (x) Euro Rate Loans (excluding Borrowings of Swingline Loans and Mandatory Borrowings) or Bankers’ Acceptance Loans hereunder, it such Borrower shall deliver to give the Administrative Agent a at the Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) Office no later than 11:00 a.m. 2:00 p.m. (Los Angeles New York time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three Business Days’ prior notice of each Euro Rate Loan or Bankers’ Acceptance Loan to be incurred hereunder, (3y) Base Rate Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), such Borrower shall give the Administrative Agent prior notice at the Notice Office no later than 2:00 p.m. (New York time) at least one Business Days Day’s prior notice of each Base Rate Loan to be incurred hereunder and (z) Canadian Prime Rate Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), such Borrower shall give the Administrative Agent at the Notice Office no later than 12:00 noon (New York time) at least one Business Day’s prior notice of each Canadian Prime Rate Loan to be incurred hereunder. Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in advance of the proposed Funding DateSection 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify Exhibit A-1, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount or Face Amount, as the case may be, of the Loans to be made pursuant to such Borrowing (stated in the applicable Available Currency), (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the applicable Borrowing shall consist of U.S. Borrower Revolving Credit Availability as of the date of such Notice of BorrowingLoans, Canadian Revolving Loans or European Borrower Revolving Loans, (iv) in the case of Dollar Denominated Loans, whether the proposed Dollar Denominated Loans being made pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or Eurodollar Rate Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto, (v) in the case of Eurodollar Rate Euro Denominated Loans and Other Foreign Currency Denominated Loans, the requested Eurodollar Interest Period to be initially applicable thereto, and (vi) instructions for in the disbursement case of Canadian Dollar Denominated Loans, whether the proceeds applicable Borrowing shall consist of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Canadian Prime Rate Loans or converted into Eurodollar Rate Bankers’ Acceptance Loans and, if Bankers’ Acceptance Loans, the term thereof (which shall comply with the requirements of Schedule III). The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- applicable Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)Borrowing, the Borrower may give the Agent telephonic notice of any such proposed Borrowing Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When the (a) Whenever any Borrower desires to ------------------- borrow under this Section 2.2make a Borrowing (other than of Local Currency Loans, it Bid Loans, Swingline Loans or Revolving Loans incurred pursuant to a Mandatory Borrowing) hereunder the Company (but not any other Borrower) on behalf of itself or any other Borrower shall deliver give the Administrative Agent at its Notice Office at least (x) four Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurocurrency Loan denominated in a Eurocurrency to the Agent a Notice ----------- of Borrowing, signed by itbe made hereunder, (iy) three Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Eurocurrency Loan denominated in Dollars to be made hereunder and (z) same Business Day's written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan to be made hereunder, PROVIDED that any such notice shall be deemed to have been given on the Closing Date, a certain day only if given before 11:00 A.M. (New York time) (12:00 Noon (New York time) in the case of a Borrowing of Revolving Loans Base Rate Loans) on the Closing Date and such day. Each such written notice (ii) no later than 11:00 a.m. (Los Angeles timeor written confirmation of any telephonic notice) (A) on each a "NOTICE OF BORROWING"), except as otherwise expressly provided in Section 1.11, shall be irrevocable and shall be given by the Business Day immediately preceding the proposed Funding Date, Company in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A-1, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall appropriately completed to specify (i) the proposed Funding Date date of such Borrowing (which shall be a Business Day), (ii) the aggregate principal amount of the proposed Loans to be made pursuant to such Borrowing, (iii) whether the Revolving Credit Availability Loans to be made pursuant to such Borrowing are to be initially maintained as of the date of such Notice of BorrowingBase Rate Loans or Eurocurrency Loans, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loansapplicable Borrower, and (v) in the case of Eurodollar Rate Eurocurrency Loans, the requested Eurodollar initial Interest Period and (vi) instructions for the disbursement currency to be applicable thereto. The Administrative Agent shall promptly give each Bank notice of such proposed Borrowing, of such Bank's proportionate share thereof and of the proceeds other matters required by the immediately preceding sentence to be specified in the Notice of the proposed Borrowing. The Revolving Any notices and the borrowing mechanics relating to Local Currency Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, set forth in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableapplicable Local Currency Documentation.

Notice of Borrowing. When the Whenever any Borrower desires to ------------------- borrow make a Borrowing of any Loan under this Article II, the applicable Borrower shall give Administrative Agent at its Notice Office (or such other address as the Administrative Agent may hereafter designate in writing to the parties hereto) (the "Notice Address") at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing), given not later than 12:00 p.m. (New York City time) of each Base Rate Loan, and at least three Business Days' (or four Business Days' in the case of UK Revolving Loans) prior written notice (or telephonic notice promptly confirmed in writing), given not later than 12:00 p.m. (New York City time), of each Eurocurrency Loan to be made hereunder; provided, however, that a Notice of Borrowing with respect to Borrowings to be made on the date hereof may, at the discretion of Administrative Agent, be delivered later than the time specified above but, in any event, shall be delivered at least one Business Day prior to the making of such Borrowings. Whenever Company desires that Swing Line Lender make a Swing Line Loan under Section 2.22.1(c), it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, Swing Line Lender prior to 1:00 p.m. (iNew York City time) on the Closing Datedate of such Borrowing written notice (or telephonic notice promptly confirmed in writing). Each such notice (each a "Notice of Borrowing"), which shall be in the case form of Exhibit 2.5 hereto, shall be irrevocable, shall be deemed a representation by Company and the applicable Borrower that all conditions precedent to such Borrowing of Revolving Loans on the Closing Date have been satisfied and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day)) and (iii) whether the Loans being made pursuant to such Borrowing are to be Base Rate Loans or Eurocurrency Loans and, with respect to Eurocurrency Loans, the Interest Period and Applicable Currency to be applicable thereto. Administrative Agent shall as promptly as practicable give each Lender written or telephonic notice (iipromptly confirmed in writing) the amount of the each proposed Borrowing, (iii) the Revolving Credit Availability as of such Lender's Pro Rata Share thereof and of the date of such other matters covered by the Notice of Borrowing. Without in any way limiting Company and the applicable Borrower's obligation to confirm in writing any telephonic notice, Administrative Agent or the Swing Line Lender (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Swing Line Loans, ) or the requested Eurodollar Interest Period and respective Facing Agent (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided case of Letters of Credit) may act without liability upon the basis of telephonic notice believed by Administrative Agent in Section 5.1(c) good faith to be from a Responsible Officer of Company and subject the applicable Borrower prior to the conditions -------------- therein set forth receipt of written confirmation. Administrative Agent's records shall, absent manifest error, be final, conclusive and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except binding on Borrowers with respect to a Borrowing evidence of Revolving Loans on the Closing Date), the Borrower may give the Agent terms of such telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) Eurodollar Loans hereunder, it the Borrower shall deliver give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York City time) on such day. Each such notice (each, a “Notice ----------- of Borrowing”), signed except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by it, (i) on the Closing Datetelephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding DateExhibit A-1, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Initial Term Loans, Incremental Term Loans or Revolving Credit Availability as of Loans and, if Incremental Term Loans, the date of such Notice of Borrowingspecific Tranche thereof, and (iv) whether the proposed Loans being incurred pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate LoansLoans and, (v) in the case of if Eurodollar Rate Loans, the requested Eurodollar initial Interest Period and (vi) instructions for the disbursement to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2make a Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall deliver give the Administrative Agent at its Notice Office, prior to the Agent 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and at least one Business Day's 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, signed by itexcept as otherwise expressly provided in Section 1.10, (i) on the Closing Datebe irrevocable, and, in the case of a Borrowing each written notice and each confirmation of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Datetelephonic notice, shall be in the case form of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateExhibit A, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the respective Borrowing shall consist of Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed respective Borrowing will be shall consist of Reference Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto and (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)proceeds of which are to be utilized to finance, in whole or in part, the Borrower may give purchase price of a Permitted Acquisition, (x) a reference to the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b)officer's certificate, if any, delivered in accordance with Section 8.14, (y) the Borrower confirms aggregate principal amount of such notice by delivery Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the Total Unutilized Revolving Loan Commitment then in effect after giving effect to the respective Permitted Acquisition (and all payments to be made in connection therewith). The Administrative Agent shall promptly give each Bank which is required to make Loans of -------------- the required Tranche specified in the respective Notice of Borrowing to the Agent by facsimile transmission promptlyBorrowing, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing written notice (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of such Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to this Section 2.2(b) shall be -------------- irrevocablespecified in the Notice of Borrowing.

Notice of Borrowing. When (a) Whenever the Borrowers desire to incur (x) Eurodollar Loans hereunder, the Administrative Borrower desires shall give the Administrative Agent at the Notice Office and the Collateral Agent at least three Business Days’ prior notice of each Eurodollar Loan to ------------------- borrow under this Section 2.2be incurred hereunder and (y) Base Rate Loans hereunder, it the Administrative Borrower shall deliver give the Administrative Agent at the Notice Office and the Collateral Agent at least the same Business Day’s prior notice of each Base Rate Loan to the Agent be incurred hereunder on such Business Day, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 10:00 A.M. (New York City time) on such day. Each such notice (each, a “Notice ----------- of Borrowing”), signed except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by it, (i) on the Closing Datetelephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding DateExhibit A-1, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed Loans being incurred pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Dateproceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the Borrower may amount of the Total Unutilized Revolving Loan Commitment after giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Agent telephonic Tranche specified in the respective Notice of Borrowing, notice of any such proposed Borrowing Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When Whenever the Borrower desires to ------------------- borrow incur Loans under this Section 2.2any Facility, it shall deliver give the Administrative Agent prior to the Agent a Notice ----------- of Borrowing, signed by it, 10:00 A.M. (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles New York time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days Days' prior written notice (or telephonic notice promptly confirmed in advance writing) of each Borrowing of LIBOR Loans and at least one (1) Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of ABR Loans to be made hereunder, provided that (X) with respect to the proposed Funding Initial Borrowing Date, the Borrower may give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) not later than 10:00 a.m. (New York time) on the case Initial Borrowing Date, and (Y) with respect to any rollover or continuation of a Borrowing of Eurodollar Rate Loans after Borrowing, the Closing Daterequired notice set forth in subsection 2.9. Such Each such notice (each a "Notice of Borrowing Borrowing") shall be irrevocable and shall specify (i) the proposed Funding Date Facility pursuant to which such Borrowing is to be 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), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, and (iv) whether the proposed respective Borrowing will be shall consist of Reference Rate ABR Loans or Eurodollar Rate LoansLIBOR Loans and, (v) in the case of Eurodollar Rate if LIBOR Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowingto be initially applicable thereto. The Revolving Loans made on the Closing Date Administrative Agent shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may promptly as practicable give the Agent telephonic each Lender written notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant to this Section 2.2(b) shall be -------------- irrevocableof each proposed Borrowing, of such Xxxxxx's Commitment Percentage share thereof and of the other matters covered by the Notice of Borrowing.

Notice of Borrowing. When the (a) Whenever a Borrower desires to ------------------- borrow under this Section 2.2incur (x) LIBOR Loans hereunder, it such Borrower shall deliver give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each LIBOR Loan to be incurred hereunder and (y) Base Rate Loans hereunder (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), such Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 1:00 pm (New York City time) on such day. Each such notice (each, a “Notice ----------- of Borrowing”), signed except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by it, (i) on the Closing Datetelephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding DateExhibit A-1, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Revolving Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Revolving Credit Availability as of Loans made pursuant to such Borrowing constitute Agent Advances (it being understood that the date of Administrative Agent shall be under no obligation to make such Notice of BorrowingAgent Advance), (iv) whether the proposed Revolving Loans being incurred pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or Eurodollar Rate or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto, (v) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vi) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Dateproceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the Borrower may amount of the Total Unutilized Revolving Loan Commitment after giving effect to such Borrowing. Except as provided in Section 2.01(c), the Administrative Agent shall promptly give the Agent telephonic each Lender notice of any such proposed Borrowing Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) Eurodollar Loans hereunder, it shall deliver give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder (provided that any such notice shall be deemed to have been given on a certain day only if given before 1:30 P.M. (New York time) on such day) and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), it shall give the Administrative Agent a at the Notice ----------- Office prior notice of Borrowing, signed each Base Rate Loan to be incurred hereunder by it, no later than 1:00 P.M. (iNew York time) on the Closing Datedate that a Base Rate Loan is to be incurred. Each such notice (each a “Notice of Borrowing”), except as otherwise expressly provided in Section 1.10, shall be irrevocable, executed by an Authorized Officer and be in writing (including via facsimile or, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Dateaccordance with Section 14.04, electronic mail), or by telephone promptly confirmed in writing, in the each case of a Borrowing of Reference Rate Loans after the Closing Date (including via facsimile and (Belectronic mail) at least three (3) Business Days in advance of the proposed Funding Date, in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify Exhibit A-1, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Initial Term Loans, Revolving Credit Availability Loans or Incremental Term Loans (and, if Incremental Term Loans, the Tranche under which such Incremental Term Loans are to be made, as of designated in the date of such Notice of Borrowingrelevant Incremental Commitment Agreement), (iv) whether the proposed Loans being incurred pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto, and (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)proceeds of which are to be utilized to finance, in whole or in part, the Borrower may give purchase price of a Permitted Acquisition, the Agent telephonic notice amount of any proposed Borrowing by the time required under Total Unutilized Revolving Loan Commitment after giving effect to such Borrowing. Notwithstanding anything to the contrary contained in this Section 2.2(b1.03(a), if Incremental Term Loans are being made which are being added to (and will form part of) an existing Tranche of Term Loans, then the Borrower confirms such notice by delivery Incremental Term Loans being so extended shall be added to the existing Borrowings of -------------- the required respective Tranche in accordance with the requirements of Section 1.14 and the respective Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered completed consistently therewith. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Agent within three (3) days after Tranche specified in the date respective Notice of Borrowing, notice of such transmission. Any proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the US Borrower or the UK Borrower desires to ------------------- borrow under this Section 2.2incur Revolving Credit Loans hereunder (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings), it shall deliver to give the Administrative Agent a Notice ----------- of Borrowingat the Administrative Agent's Office, signed by itc/o The Loan and Agency Services Group, (i) on prior to 12:00 Noon (Local Time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Revolving Credit Loans and (ii) prior to 12:00 Noon (New York time) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of ABR Loans. Each such notice (together with each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(b), a "Notice of Borrowing"), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the Closing Dateborrower of the Revolving Credit Loans, which shall be either the US Borrower or the UK Borrower, (ii) the currency in which the Revolving Credit Loans are to be made, which shall be Dollars or a Foreign Currency, (iii) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing (which, in the case of a Borrowing of Revolving Loans on Foreign Currency Borrowing, shall be stated in both the Closing Date applicable Foreign Currency and the Dollar Equivalent thereof), (iiiii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice date of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, and (iv) whether the proposed respective Borrowing will be shall consist of Reference Rate ABR Loans or Eurodollar Rate LoansRevolving Credit Loans and, (v) in the case of if Eurodollar Rate Revolving Credit Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowingto be initially applicable thereto. The Revolving Loans made on the Closing Date Administrative Agent shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may promptly give the Agent telephonic each Lender written notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant to this Section 2.2(b) shall be -------------- irrevocableof each proposed Borrowing 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. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) Eurodollar Loans hereunder, it the Borrower shall deliver give the Administrative Agent at the Notice Office at least three Business Days' prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each -------- case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on such day. Each such notice (each a "Notice ----------- of Borrowing"), signed except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by itthe Borrower in writing, (i) on the Closing Dateor by telephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on Exhibit A, appropriately completed to specify the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance aggregate principal amount of the proposed Funding DateLoans to be incurred pursuant to such Borrowing, in the case date of a such Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) whether the amount Loans being incurred pursuant to such Borrowing shall constitute Initial Multiple Draw A Term Loans, Initial B Term Loans, Incremental Multiple Draw A Term Loans, Incremental B Term Loans or Revolving Loans and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing, (iii) the Revolving Credit Availability as of such Lender's proportionate share thereof and of the date of such other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocable.

Notice of Borrowing. When the Borrower desires to ------------------- borrow under this Section 2.22.1, it shall deliver to the Administrative Agent a written Notice ----------- of Borrowing, signed by it, it (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. 12:00 noon (Los Angeles New York time) at least three (A3) on the Business Day immediately preceding Days in advance of the proposed Funding Date, in the case of a Borrowing of Reference Base Rate Loans after the Closing Date and (Bii) no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after Loans; provided that the Closing DateBorrowers may condition each Borrowing in such notice on the entry of the Interim DIP Financing Order or the Final DIP Financing Order, as applicable; provided that the Administrative Agent will, subject to the other terms and conditions hereof, fund the amounts of the applicable requested funding that have been deposited with it by the Lenders within one (1) Business Day of the entry of the Initial DIP Financing Order or Final DIP Financing Order, as applicable. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Base Rate Loans or Eurodollar Rate Loans, (viv) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period Period, and (viv) wire instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)Borrowing, the Borrower may give the Administrative Agent telephonic electronic, written notice of any proposed Borrowing by the time required under this Section 2.2(b2.1(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event later than 5:00 3:00 p.m. (Los Angeles New York time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic electronic, written notice in lieu thereof) given pursuant to this Section 2.2(b2.1(b) shall be -------------- irrevocable. Borrowings shall be in an amount not less than $25,000,000 (or such lesser amount as the Requisite Lenders may agree); provided that the initial Borrowing upon entry of the Interim DIP Financing Order shall be in an amount not less than $25,000,000.

Notice of Borrowing. When the (a) Whenever a Borrower desires to ------------------- borrow under this Section 2.2, it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of make a Borrowing of Revolving Loans on hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), an Authorized Officer of such Borrower shall give the Closing Date and Administrative Agent at its Notice Office at least one Business Day's prior written (iior telephonic notice promptly confirmed in writing) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Datenotice of each Base Rate Loan, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three Business Days' prior written (3or telephonic notice promptly confirmed in writing) notice of each Eurodollar Rate Loan to be made in Dollars and at least three Business Days Days' prior written (or telephonic notice promptly confirmed in advance writing) notice of each Euro Rate Loan to be made in Euros hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 P.M. (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each, a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by or on behalf of the proposed Funding Date, respective Borrower in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify Exhibit A-1, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing (stated in the relevant Available Currency), (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the respective Borrowing shall consist of U.S. Borrower Term Loans, European Borrower Dollar Term Loans, European Borrower Euro Term Loans, U.S. Borrower Multicurrency Facility Revolving Credit Availability as of the date of such Notice of BorrowingLoans or European Borrower Multicurrency Facility Revolving Loans, (iv) in the case of Dollar Denominated Loans, whether the proposed Dollar Denominated Loans being made pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or Eurodollar Rate Loans, Loans and (v) in the case of Eurodollar Euro Rate Loans, the requested Eurodollar initial Interest Period and (vi) instructions for the disbursement to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, Tranche specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- respective Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any such proposed Borrowing Borrowing, of such Lender's proportionate share thereof (determined in accordance with Section 1.07) and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) LIBOR Loans hereunder, it the Borrower shall deliver to give the Administrative Agent a at the Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) Office at least three (3) Business Days Days’ prior notice of each LIBOR Loan to be incurred hereunder, (y) Alternate Currency Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least four (4) Business Days’ prior notice of each Alternate Currency Loan hereunder, and (z) 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 notice of each Base Rate Loan to be incurred hereunder on the date of such Borrowing; provided that (in advance each case) any such notice shall be Table of the proposed Funding Date, Contents deemed to have been given on a certain day only if given before 1:00 P.M. (New York City time) on such day (10:00 A.M. (New York City time) in the case of a Borrowing of Eurodollar Base Rate Loans after the Closing DateLoan). Such Each such notice (each, a “Notice of Borrowing Borrowing”), except as otherwise expressly provided in Section 2.11, shall specify be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit F, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Replacement Term B-1 Loans, Replacement Term B-2 Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Revolving Loans, whether such Revolving Loans will be denominated in Dollars or an Alternate Currency (and if an Alternate Currency, which Alternate Currency), (v) whether any Dollar Denominated Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the requested Eurodollar initial Interest Period to be applicable thereto and (vi) instructions for in the disbursement case of Alternate Currency Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender that is required to make Loans of the proceeds Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) LIBOR Loans hereunder, it the Borrower shall deliver to give the Administrative Agent a at the Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) Office at least three Business Days’ prior notice of each LIBOR Loan to be incurred hereunder and (3y) 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 Days Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in advance 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 City time) on such day. Each such notice (each, a “Notice of the proposed Funding DateBorrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, substantially in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify Exhibit A-1, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed Loans being incurred pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or Eurodollar Rate or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto, and (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)Loans, the Borrower may amount of the Blocked Revolving Loan Commitment in effect immediately prior to giving effect to such Borrowing. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Agent telephonic Tranche specified in the respective Notice of Borrowing, notice of any such proposed Borrowing Borrowing, of such Lender’s proportionate share thereof determined in accordance with Section 2.07 and of the other matters required by the time required under this Section 2.2(b), if immediately preceding sentence to be specified in the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) Eurodollar Loans hereunder, it the Borrower shall deliver give the Administrative Agent at the Notice Office at least three Business Days' prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to be incurred hereunder, PROVIDED that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on such day. Each such notice (each a "Notice ----------- of Borrowing"), signed except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by itthe Borrower in writing, (i) on the Closing Dateor by telephone promptly confirmed in writing, in the case form of a Borrowing Exhibit A, appropriately completed to specify the aggregate principal amount of the Revolving Loans on to be incurred pursuant to such Borrowing, the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case date of a such Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) whether the amount Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender notice of the such proposed Borrowing, (iii) the Revolving Credit Availability as of such Lender's proportionate share thereof and of the date of such other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocable.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur Loans hereunder (excluding Swingline Loans, it Revolving Loans incurred pursuant to a Mandatory Borrowing and Acquisition Term Loans), the Borrower shall deliver give the Administrative Agent at the Notice Office, prior to the Agent 12:00 Noon (New York time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and at least one Business Day's 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, signed by itexcept 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 in the form of Exhibit A-1, appropriately completed to specify: (i) on the Closing Dateaggregate principal amount of the 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 A Term Loans, Initial B Term Loans, Incremental A Term Loans, Incremental B Term Loans, Revolving Loans or Acquisition Revolving Loans; (iv) whether the respective Borrowing shall consist of Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto; and (v) in the case of a Borrowing of Revolving Loans on or Acquisition Revolving Loans the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Dateproceeds of which are to be utilized to finance, in whole or in part, the case purchase price of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DatePermitted Acquisition, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, Total Unutilized Revolving Loan Commitment after giving effect to such Borrowing (iii) which amount shall be sufficient to satisfy the Revolving Credit Availability as requirements of Section 8.14(a)). The Administrative Agent shall promptly give each Lender which is required to make Loans of the date of such Tranche specified in the respective Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic written notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters required by the immediately preceding sentence to this Section 2.2(b) shall be -------------- irrevocablespecified in the Notice of Borrowing.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur Loans (other than Swingline Loans, it Mandatory Borrowings or borrowings to repay Unpaid Drawings), the Borrower shall deliver to give the Administrative Agent a Notice ----------- of Borrowing, signed by itat the Administrative Agent’s Office, (i) (A) in the case of any LIBOR Loans incurred on the Closing Date, prior to 12:00 p.m. (New York City time) at least one Business Day prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Loans and (B) in the case of a any LIBOR Loans incurred after the Closing Date, prior to 12:00 noon (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. written notice (Los Angeles or telephonic notice promptly confirmed in writing) prior to 12:00 p.m. (New York City time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case date of each Borrowing of Loans that are to be ABR Loans. Such notice (together with each notice of a Borrowing of Reference Rate Swingline Loans after pursuant to Section 2.3(b), a “Notice of Borrowing”) shall specify (A) the Closing Date and aggregate principal amount of the Loans to be made pursuant to such Borrowing, (B) at least three (3) Business Days in advance the date of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (ivC) whether the proposed respective Borrowing will be shall consist of Reference Rate ABR Loans or Eurodollar Rate Loansand/or LIBOR Loans and, (v) in the case of Eurodollar Rate if LIBOR Loans, the requested Eurodollar Interest Period and to be initially applicable thereto (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)if no Interest Period is selected, the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered deemed to the have selected an Interest Period of one month’s duration) and (D) whether such Loans are Initial Loans. The Administrative Agent within three (3) days after the date of such transmission. Any Notice of Borrowing shall promptly give each applicable Lender written notice (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing of Loans, of such Lender’s Commitment Percentage thereof with respect to this Section 2.2(b) shall be -------------- irrevocablethe applicable Class and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. When the Borrower Whenever Company desires to make a Borrowing of any Loan hereunder, it shall give Administrative Agent ------------------- borrow at its Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing), given not later than 1:00 p.m. (New York City time) of each Base Rate Loan, and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing), given not later than 1:00 p.m. (New York City time), of each Eurocurrency Loan to be made hereunder; provided, however, that a Notice of Borrowing with respect to Borrowings to be made on the date hereof may, at the discretion of Administrative Agent, be delivered later than the time specified above. Whenever Company desires that Swing Line Lender make a Swing Line Loan under this Section 2.22.1(c), it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, Swing Line Lender prior to 12:00 noon (iNew York City time) on --------------- the Closing Datedate of Borrowing written notice (or telephonic notice promptly confirmed in writing). Each such notice (each a "Notice of ---------- Borrowing"), which shall be in the case form of Exhibit 2.5 hereto, shall be irrevocable, shall be deemed a representation by Company that --------- ----------- all conditions precedent to such Borrowing of Revolving Loans on the Closing Date have been satisfied and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day)) and (iii) whether the Loans being made pursuant to such Borrowing are to be Swing Line Loans, and if not, whether such Loans are to be Base Rate Loans or Eurocurrency Loans and, with respect to Eurocurrency Loans, the Interest Period to be applicable thereto. Administrative Agent shall as promptly as practicable give each Lender written or telephonic notice (iipromptly confirmed in writing) the amount of the each proposed Borrowing, (iii) the Revolving Credit Availability as of such Lender's Revolver Pro Rata Share thereof and of the date of such other matters covered by the Notice of Borrowing. Without in any way limiting Company's obligation to confirm in writing any telephonic notice, Administrative Agent or the Swing Line Lender (iv) whether the proposed Borrowing will be of Reference Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Swing Line Loans, ) or the requested Eurodollar Interest Period and respective Facing Agent (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided case of Letters of Credit) may act without liability upon the basis of telephonic notice believed by Administrative Agent in Section 5.1(c) good faith to be from a Responsible Officer of Company prior to receipt of written confirmation. Administrative Agent's records shall, absent manifest error, be final, conclusive and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except binding on Company with respect to a Borrowing evidence of Revolving Loans on the Closing Date)terms of such telephonic Notice of Borrowing. Company hereby agrees not to dispute the Administrative Agent's, the Borrower may give the Agent telephonic notice DB's or such Facing Agent's record of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocablenotice.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) LIBOR Loans hereunder, it the Borrower shall deliver to give the Administrative Agent a at the Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) Office at least three (3) Business Days Days’ prior notice of each LIBOR Loan to be incurred hereunder or (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one (1) Business Day’s prior notice of each Base Rate Loan to be incurred hereunder; provided that (in advance each case) any such notice shall be deemed to have been given on a certain day only if given before 11:00 a.m. on such day. Each such notice (each, a “Notice of the proposed Funding DateBorrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, substantially in the case form of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify Exhibit A-1, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Initial Tranche B-1 Term Loans, Initial Tranche B-2 Term Loans, or Revolving Credit Availability as of the date of such Notice of Borrowing, Loans and (iv) whether the proposed Loans being incurred pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or Eurodollar Rate Loansor, (v) in to the case of Eurodollar Rate extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the requested Eurodollar initial Interest Period and (vi) instructions for the disbursement to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the proceeds Class specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the proposed Borrowing. The Revolving Loans made on other matters required by the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When (a) Whenever (x) the Borrower desires US Borrowers desire ------------------- to ------------------- borrow under this Section 2.2, it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of incur Euro Revolving Loans on or Dollar Loans hereunder (excluding Dollar Swingline Loans and Dollar Revolving Loans incurred pursuant to a Mandatory Borrowing), an Authorized Officer of the Closing Date and US Borrowers shall give the Administrative Agent at the applicable Notice Office, prior to 12:00 Noon (ii) no later than 11:00 a.m. (Los Angeles Local time) ), (A) on the at least three Business Day immediately preceding the proposed Funding DateDays' prior written notice (or telephonic notice promptly confirmed in writing) of each Euro Rate Loan to be incurred hereunder, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three one Business Day's prior written notice (3or telephonic notice promptly confirmed in writing) Business Days in advance of each Base Rate Loan to be incurred hereunder, and (y) the Dutch Borrower desires to incur Dollar Loans or Euro Loans hereunder (excluding Swingline Loans and Revolving Loans incurred pursuant to a Mandatory Borrowing), an Authorized Officer of the proposed Funding DateDutch Borrower shall give the Administrative Agent at the applicable Notice Office, prior to 12:00 Noon (Local time), (A) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Euro Rate Loan to be incurred hereunder, and (B) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan to be incurred hereunder. Each such notice (each, a "Notice of Borrowing") shall, except as otherwise expressly provided in Section 1.10, be irrevocable, and, in the case of a Borrowing each written notice and each written confirmation of Eurodollar Rate Loans after telephonic notice, shall be in the Closing Date. Such Notice form of Borrowing shall specify Exhibit A, appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the applicable Approved Currency), (ii) the Approved Currency for such Loans, (iii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed respective Borrowing will be shall consist of Reference Rate A Euro Term Loans, B Term Loans, Dollar Revolving Loans or Eurodollar Rate Euro Revolving Loans, (v) in the case of Dollar Loans, whether the respective Borrowing shall consist of Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans, (vi) in the case of Euro Rate Loans, the requested Eurodollar initial Interest Period to be applicable thereto, and (vivii) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu case of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)proceeds of which are to be utilized to finance, in whole or in part, the Borrower may give purchase price of a Permitted Acquisition, (x) a reference to the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b)officer's certificate, if any, delivered in accordance with Section 8.14, (y) the Borrower confirms aggregate principal amount of such notice by delivery Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the Total Unutilized Revolving Loan Commitment then in effect after giving effect to the respective Permitted Acquisition (and all payments to be made in connection therewith). The Administrative Agent shall promptly give each Lender which is required to make Loans of -------------- the required Tranche specified in the respective Notice of Borrowing to the Agent by facsimile transmission promptlyBorrowing, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing written notice (or telephonic notice promptly confirmed in lieu thereofwriting) given pursuant of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters required by the immediately preceding sentence to this Section 2.2(b) shall be -------------- irrevocablespecified in the Notice of Borrowing.

Notice of Borrowing. When the Borrower desires to ------------------- borrow under this Section 2.22.01, it shall deliver to the Agent a Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles New York time) (A) on the Business Day immediately preceding the proposed Funding DateDate therefor, in the case of a Borrowing of Reference Base Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding DateDate therefor, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Reference Base Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period Period, and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Base Rate Loans and thereafter may be continued as Reference Base Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c4.01(c) and subject to the conditions -------------- therein set forth and in Section 5.24.02. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b2.01(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 2:00 p.m. (Los Angeles New York time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b2.01(b) shall be -------------- irrevocable.

Notice of Borrowing. When (a) Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur (x) Eurodollar Loans hereunder, it the Borrower shall deliver give the Administrative Agent at the Notice Office at least three Business Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Base Rate Loan to be incurred hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day. Each such notice (each, a “Notice ----------- of Borrowing”), signed except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be in writing, or by it, (i) on the Closing Datetelephone promptly confirmed in writing, in the case form of a Borrowing of Revolving Loans on the Closing Date and (ii) no later than 11:00 a.m. (Los Angeles time) (A) on the Business Day immediately preceding the proposed Funding DateExhibit A-1, in the case of a Borrowing of Reference Rate Loans after the Closing Date and (B) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing Date. Such Notice of Borrowing shall specify appropriately completed to specify: (i) the proposed Funding Date aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Initial Term Loans, Incremental Term Loans or Revolving Credit Availability as of the date of such Notice of BorrowingLoans, (iv) whether the proposed Loans being incurred pursuant to such Borrowing will are to be of Reference initially maintained as Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto and (v) the location and number of the Borrower’s account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the case respective Notice of Eurodollar Rate LoansBorrowing, the requested Eurodollar Interest Period notice of such proposed Borrowing, of such Lender’s proportionate share thereof and (vi) instructions for the disbursement of the proceeds of other matters required by the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially immediately preceding sentence to be Reference Rate Loans and thereafter may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, specified in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date), the Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) on the same day, the original of which facsimile copy shall be delivered to the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocableBorrowing.

Notice of Borrowing. When Whenever the Borrower desires to ------------------- borrow under this Section 2.2incur Revolving Credit Loans, it the Borrower shall deliver a Notice of Borrowing (or provide telephonic notice thereof, promptly confirmed in writing) to the Agent a Notice ----------- of Borrowing, signed by it, (i) on the Closing Date, in the case of a Borrowing of Revolving Loans on the Closing Date and (ii) LIBOR Loan, no later than 11:00 a.m. (Los Angeles time) (Aprevailing Eastern Standard Time) on the date that is at least two (2) LIBOR Business Day immediately preceding Days prior to the date of the proposed Funding Date, Loan and (ii) in the case of a Borrowing of Reference Prime Rate Loans after Loan, no later than 10:00 a.m. (prevailing Eastern Standard Time) on the Closing Date and (B) at least three (3) Business Days in advance date of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans after the Closing DateLoan. Such Each such Notice of Borrowing (a Notice of Borrowing) shall be substantially in the form of Exhibit B hereto and shall be irrevocable and shall specify (i) the principal amount of the proposed Funding Date (which shall be a Business Day)Revolving Credit Loan, (ii) the amount of the proposed Borrowing, (iii) the Revolving Credit Availability as of the date of such Notice the funding of Borrowingthe proposed Revolving Credit Loan, (iii) the date of funding of the proposed Revolving Credit Loan, (iv) whether the proposed Borrowing will be Type of Reference Rate Loans or Eurodollar Rate LoansRevolving Credit Loan proposed, and (v) in the case of Eurodollar Rate Loansa proposed Revolving Credit Loan in the form of a LIBOR Loan, the requested Eurodollar desired Interest Period Period. The Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Revolving Credit Loan, of such Lender's Pro Rata Share thereof and (vi) instructions for the disbursement of the proceeds other matters covered by the Notice of Borrowing. Without in any way limiting the obligation of the proposed Borrowing. The Revolving Loans made on the Closing Date shall initially be Reference Rate Loans and thereafter Borrower to confirm in writing any notice it may be continued as Reference Rate Loans or converted into Eurodollar Rate Loans, in the manner provided in Section 5.1(c) and subject to the conditions -------------- therein set forth and in Section 5.2. In lieu of delivering such a ----------- Notice of Borrowing (except with respect to a Borrowing of Revolving Loans on the Closing Date)give hereunder by telephone, the Borrower Agent may give act prior to receipt of written confirmation, without liability, upon the basis of such telephonic notice believed by the Agent telephonic notice in good faith to be from the chief financial officer of the Borrower, or from any proposed Borrowing by the time required under this Section 2.2(b), if the Borrower confirms such notice by delivery of -------------- the required Notice of Borrowing other person designated in writing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (Los Angeles time) the chief financial officer of the Borrower as a person entitled to give telephonic notices under this Agreement on behalf of the same dayBorrower. In each such case, the original Borrower hereby waives the right to dispute the Agent's record of which facsimile copy shall be delivered to the Agent within three (3) days after the date terms of any such transmission. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.2(b) shall be -------------- irrevocablenotice.