Common use of Notice of Borrowing Clause in Contracts

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. The Borrower shall request each Borrowing (aother than a Swing Line Borrowing) Whenever Borrowers desire funding by delivering to the Administrative Agent an irrevocable written notice in the form of Exhibit A, duly executed by an Officer of the Borrower and appropriately completed (a Borrowing of Revolver Loans, Borrower Agent shall give Agent a “Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m.”), which specifies, among other things: (i) on the Business Day The Facility under which such Borrowing is to be made; (ii) The principal amount of the requested funding dateBorrowing, which shall be in the amount of (A) $1,000,000 or an integral multiple of $500,000 in excess thereof in the case of a Borrowing consisting of Base Rate Loans or (B) $3,000,000 or an integral multiple of $1,000,000 in excess thereof in the case of a Borrowing consisting of LIBOR Loans; (iii) Whether the requested Borrowing is to consist of Base Rate Loans or LIBOR Loans; (iv) If the requested Borrowing is to consist of LIBOR Loans, and the initial Interest Periods selected by the Borrower for such LIBOR Loans in accordance with Section 2.01(h); and (iiv) The date of the requested Borrowing, which shall be a Business Day. The Borrower shall give each Notice of Borrowing to the Administrative Agent not later than 11:00 a.m. at least three Business Days prior to before the date of the requested funding date, Borrowing in the case of a Borrowing consisting of LIBOR Loans. Notices received after Loans and not later than 11:00 a.m. shall be deemed received on at least one Business Day before the next Business Daydate of the requested Borrowing in the case of a Borrowing consisting of Base Rate Loans. Each Notice of Borrowing shall be irrevocable delivered by first-class mail, or facsimile or e-mail transmission to the Administrative Agent at the facsimile number, e-mail address, and/or address specified on Schedule IV and during the hours specified in Section 8.01; provided, however, that the Borrower shall, if requested by the Administrative Agent, deliver to the Administrative Agent by first-class mail the original of any Notice of Borrowing initially delivered by facsimile or e-mail transmission. The Administrative Agent shall specify (A) promptly notify each Appropriate Lender of the contents of each Notice of Borrowing and of the amount and Type of (and, if applicable, the Borrowing, (BInterest Period for) the requested funding date (which must be a Business Day), (C) whether the Borrowing is Loan to be made by such Lender as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration part of the applicable Interest Period (which shall be deemed to be 30 days if not specified)requested Borrowing. (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. 12:00 p.m. (New York time) (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. 12:00 p.m. (New York time) shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Administrative Agent a Notice of Borrowing. Such notice must be received by Administrative Agent no later than by 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Administrative Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Administrative Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Administrative Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of To request Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Subject to Section 3.5 and Section 3.6, each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a Borrower maintains a controlled disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate applicable account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Administrative Agent a Notice of BorrowingBorrowing (or make telephonic or e-mail request in accordance with Section 4.1.4). Such notice must be received by Administrative Agent no later than by 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three 3 Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, (i) the becoming due of any Obligations interest or principal shall be deemed to be a request for a Base Rate Loan on the due date (after giving effect to any applicable grace periods) in the amount due and the Loan proceeds shall be disbursed as direct payment of such interest or principal and (ii) the becoming due of any other Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date that is 10 Business Days after the due date, in date and the amount of such Obligations. The Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligationsuch Obligations. In addition, Administrative Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Administrative Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Administrative Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check a check, draft or other item of payment drawn on such account at a time payable by any Obligor when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for such check, draft or other item of payment. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, the Borrower Agent Representative shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Revolver Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the principal amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Revolver Loans, and (D) in the case of LIBOR Revolver Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m.2:00 p.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. 2:00 p.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled maintain any disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentation, in the amount of the check and items presented for paymentPayment Item. The proceeds of such Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. 12:00 noon (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. 12:00 noon shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (ai) Whenever Borrowers desire funding telephone or (ii) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Loan Notice. Each such Loan Notice of Borrowing. Such notice must be received by the Administrative Agent no not later than 11:00 a.m. a.m. (iA) on the two (2) Business Day of Days prior to the requested funding datedate of any Borrowing of, in the case conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to SOFR Daily Floating Rate Loans or Base Rate Loans, and (iiB) at least on the requested date of any Borrowing of SOFR Daily Floating Rate Loans or Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested funding datedate of such Borrowing, in conversion or continuation, whereupon the case Administrative Agent shall give prompt notice to the Lenders of LIBOR Loanssuch request and determine whether the requested Interest Period is acceptable to all of them. Notices received after 11:00 a.m. Not later than 11:00 a. m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders and the Administrative Agent. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be deemed received on the next Business Dayin a principal amount of $2,500,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(f) and 2.04(c), each Borrowing of or conversion to SOFR Daily Floating Rate Loans or Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice of Borrowing shall be irrevocable and each telephonic notice shall specify (AI) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (II) the amount requested date of the Borrowing, (B) conversion or continuation, as the requested funding date case may be (which must shall be a Business Day), (CIII) whether the Borrowing is principal amount of Loans to be made as Base Rate borrowed, converted or continued, (IV) the Type of Loans to be borrowed or LIBOR Loansto which existing Loans are to be converted, and (DV) in the case of LIBOR Loansif applicable, the duration of the applicable Interest Period (which with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, SOFR Daily Floating Rate Loans. Any such automatic conversion to SOFR Daily Floating Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to be 30 days if not specified). have specified an Interest Period of one (b1) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligationsmonth. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly Notwithstanding anything to the controlled disbursement account or other appropriate accountcontrary herein, a Swingline Loan may not be converted to a Term SOFR Loan.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of To request Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire a Borrower desires funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Revolver Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Revolver Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) which Borrower is requesting a Revolver Loan, (B) the amount of the Borrowing, (BC) the requested funding date (which must be a Business Day), (CD) whether the Borrowing is to be made as Base Rate Revolver Loans or LIBOR Revolver Loans, and (DE) in the case of LIBOR Revolver Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. 12:00 noon Chicago time (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. 12:00 noon Chicago time shall be deemed received on the next Business Day. Each Subject to Section 3.5 and Section 3.6, each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans Loans, or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans Loans, on the due date, in the amount of such Obligationsdue. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other Borrower Agent’s primary disbursement account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the principal amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of BorrowingBorrowing signed by a Senior Officer, which shall be in such form as may be required by Agent (and which notice may be given electronically subject to the limitations set forth in Section 13.3.2) and which shall specify the account of Borrowers into which the proceeds of such Revolver Loans should be disbursed. Such notice must be received by Agent no later than 11:00 a.m. (i) a.m. on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, Borrowing and (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check check, ACH or electronic debit, or other payment item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for paymentsuch payment item. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Loan Party Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment, and shall bear interest at the per annum rate applicable hereunder for Base Rate Loans. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. by 1:00 p.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, in the amount of such Obligationsdue. The proceeds of such Revolver Loans Loan shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire Borrower desires funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by BorrowersBorrower, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. by 12:00 p.m. (Applicable Time Zone) (i) on the Business Day of or prior to the requested funding date, in the case of Base Floating Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Interest Period Loans. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base a Floating Rate Loans Loan or LIBOR LoansInterest Period Loan, and (D) in the case of LIBOR Loansan Interest Period Loan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowersthe applicable Borrower, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base a Floating Rate Revolver Loans Loan, by the applicable Borrower, on the due date, date in the amount of such Obligations. The due and the Revolver Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a the applicable Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates or branches, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Floating Rate Loan (based on the U.S. Base Rate Revolver Loans or Canadian Prime Rate, as applicable) by such Borrower on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such the Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent US Borrowers or UK Borrower, as applicable, shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than by 11:00 a.m. a.m. (Applicable Time Zone) (i) on the Business Day of the requested funding date, in the case of Base Floating Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Interest Period Loans. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base a Floating Rate Loans Loan or LIBOR Loansan Interest Period Loan, and (D) in the case of LIBOR Loansan Interest Period Loan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowersthe US Borrowers or UK Borrower, as applicable, the becoming due of any Obligations US Obligation or UK Obligation, as applicable (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base a Floating Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Revolver Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a the applicable Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish any Borrower maintains a controlled disbursement account with Agent as the case may be, or any Affiliate of Agenttheir respective Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for Base a Floating Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such the Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver LoansLoan, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than by 11:00 a.m. a.m. five (i5) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, Borrowing and (B) the requested funding date (which must be a Business Day), provided, however, that any such Notice of Borrowing shall be accompanied by (A) a Borrowing Base Certificate, (B) any applicable Collateral Documents and (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration supporting documentation of the applicable Interest Period (which shall be deemed Advance, including, without limitation, the borrowing base certificate applicable to be 30 days if not specified)the Advance. (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate a Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed (subject to the terms hereof) as direct payment of the such relevant Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for Base Rate a Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed (subject to the terms hereof) directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Revolver Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Revolver Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire a Borrower desires funding of a Borrowing of Revolver Loans, then such Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Revolver Loans, and (ii) at least three 3 Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Revolver Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a the Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish any Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. a.m. (Pacific time) (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. (Pacific time) shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever the Borrowers desire funding of a Borrowing of Revolver Revolving Loans, the Borrower Agent shall give Agent submit a Notice of BorrowingBorrowing to the Agent. Such notice must be received by the Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Revolving Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Revolving Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (Aw) the principal amount of the Borrowing, (Bx) the requested funding date (which must be a Business Day), (Cy) whether the Borrowing is to be made as Base Rate Revolving Loans or LIBOR Revolving Loans, and (Dz) in the case of LIBOR Revolving Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by the Borrowers, the becoming due of any Obligations (whether principal, interest, fees fees, or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral Collateral, and Bank Product Debt) shall be deemed irrevocably to be a request (without any requirement for a Notice of Borrowing) for Base Rate Revolver Revolving Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Revolving Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If the Borrowers establish a controlled disbursement account with the Agent or any Affiliate of the Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request (without any requirement for a Notice of Borrowing) for Base Rate Revolver Revolving Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Revolving Loans may be disbursed directly to the controlled disbursement account or other appropriate account. (d) Neither the Agent nor any Lender shall have any obligation to the Borrowers to honor any deemed request for a Revolving Loan on or after the Termination Date, when an Overadvance exists or would result therefrom, or when any condition in Section 6 is not satisfied, but may do so in their discretion, without being deemed to have waived any Default or Event of Default.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver To request Loans, Borrower Agent shall give Agent deliver a Notice of Borrowing. Such notice must be received Borrowing to Agent by Agent no later than 11:00 a.m. 12:00 p.m. (noon) (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Term SOFR Loans. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be is irrevocable and shall must specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansTerm SOFR Loan, and (D) in the case of LIBOR Loansa Term SOFR Loan, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including any Swingline Loan, Overadvance, Protective Advance, Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of . (c) If a Borrower maintained maintains a disbursement account with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check check, ACH or electronic debit, or other payment item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for paymentsuch payment item. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent (i) no later than 11:00 a.m. (i) 2:00 p.m. New York City time on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) no later than 12:00 p.m. noon, New York city time, at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. 2:00 p.m. in the case of Base Rate Loans and 12:00 noon in the case of LIBOR Loans shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR LoansLoans (provided if no such specification is made, a Base Rate Loan shall be deemed to have been specified), and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such ObligationsObligations and the application of such Loans to such Obligations shall be deemed a payment by the Borrowers hereunder. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire Borrower desires funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. a.m. (Central Time) (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. (Central Time) shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and irrevocable, shall specify (A1) the amount of the Borrowing, (B2) the requested funding date (which must be a Business Day), (C3) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D4) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by BorrowersBorrower, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt, but excluding Obligations other than principal, interest, scheduled fees and LC Obligations, which are being disputed in good faith by Borrower and are not more than thirty (30) days past due) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of BorrowingBorrowing (it being understood and agreed that no Revolver Loans may be requested during a No Draw Period). Such notice must be received by Agent no later than 11:00 a.m. 12:00 noon (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. 12:00 noon shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of Borrowers (when due) any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled maintain any disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentation, in the amount of the check and items presented for paymentPayment Item. The proceeds of such Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. 12:00 noon (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. 12:00 noon shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check check, ACH or electronic debit, or other payment item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for paymentsuch payment item. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of To request Revolver Loans, Borrower Agent US Borrowers or UK Borrower, as applicable, shall give Agent a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. a.m. (Applicable Time Zone) (i) on the Business Day of the requested funding date, in the case of Base Floating Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Interest Period Loans. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base a Floating Rate Loans Loan or LIBOR Loansan Interest Period Loan, and (D) in the case of LIBOR Loansan Interest Period Loan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowersthe US Borrowers or UK Borrower, as applicable, the becoming due of any Obligations US Obligation or UK Obligation, as applicable (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base a Floating Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Revolver Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a the applicable Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish any Borrower maintains a controlled disbursement account with Agent as the case may be, or any Affiliate of Agenttheir respective Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for Base a Floating Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such the Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge charge, such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled maintain any disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentation, in the amount of the check and items presented for paymentPayment Item. The proceeds of such Revolver Loan may be disbursed directly to the disbursement account. No Loans may be disbursed directly to the controlled disbursement account Cure Leasing or other appropriate accountAmeriQuest Remarketing.

Notice of Borrowing. (a) Whenever Borrowers desire a Borrower desires funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Revolver Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Revolver Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) which Borrower is requesting a Revolver Loan, (B) the amount of the Borrowing, (BC) the requested funding date (which must be a Business Day), (CD) whether the Borrowing is to be made as Base Rate Revolver Loans or LIBOR Revolver Loans, and (DE) in the case of LIBOR Revolver Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever The Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give notice to the Administrative Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. : (iA) at least three (3) Business Days before the date on which the Borrowers request the Lenders to advance a Borrowing of SOFR Loans and (B) on the Business Day date the Borrowers request the Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, subject to the terms and conditions hereof, the Borrowers may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to the minimum amount requirement for each outstanding Borrowing set forth in Section 2.1(b)(iv) below, a portion thereof, as follows: (x) if such Borrowing is of SOFR Loans, on the last day of the requested funding dateInterest Period applicable thereto, in the case Borrowers may continue part or all of such Borrowing as SOFR Loans or convert part or all of such Borrowing into Base Rate Loans or (y) if such Borrowing is of Base Rate Loans, and on any Business Day, the Borrowers may convert all or part of such Borrowing into SOFR Loans for an Interest Period or Interest Periods specified by the Borrowers. The Borrowers shall give all such notices requesting the advance, continuation or conversion of a Borrowing to the Administrative Agent by telephone, telecopy, or other telecommunication device acceptable to the Administrative Agent (ii) which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing in a manner acceptable to the Administrative Agent), substantially in the form of a Notice of Borrowing or Notice of Continuation/Conversion, as applicable, or in such other form acceptable to the Administrative Agent. Notice of the continuation of a Borrowing of SOFR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Base Rate Loans into SOFR Loans must be given by no later than 11:00 a.m. at least three (3) Business Days prior to before the date of the requested funding datecontinuation or conversion. All such notices concerning the advance, in the case continuation or conversion of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of a Borrowing shall be irrevocable and shall specify (A) the amount date of the Borrowingrequested advance, (B) the requested funding date continuation or conversion of a Borrowing (which must shall be a Business Day), (C) whether the amount of the requested Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be made as Base Rate Loans or LIBOR comprised of SOFR Loans, and the Interest Period applicable thereto. Upon notice to the Borrowers by the Administrative Agent or the Required Lenders (D) or, in the case of LIBOR LoansBankruptcy Event with respect to a Borrower, the duration without notice), no Borrowing of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver SOFR Loans shall be disbursed as direct payment advanced, continued, or created by conversion if any Event of Default then exists. The Borrowers agree that the relevant Obligation. In additionAdministrative Agent may rely on any such telephonic, Agent may, at its option, charge such Obligations against any operating, investment telecopy or other account telecommunication notice given by any person the Administrative Agent in good faith believes is a Responsible Officer without the necessity of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agentindependent investigation, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, and in the amount of event any such notice by telephone conflicts with any written confirmation such telephonic notice shall govern if the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate accountAdministrative Agent has acted in reliance thereon.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent Lender a Notice of Borrowing. Such notice must be received by Agent Lender no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent Lender may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent Lender or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent Lender or any Affiliate of Agentits Affiliates, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (i) Whenever a Borrower desires to make a Borrowing under Section 2.1 of this Agreement (other than a Borrowing resulting from a conversion or continuation pursuant to Section 3.1.2), Remington shall give Agent prior written notice (or telephonic notice promptly confirmed in writing) of such Borrowing request (a “Notice of Borrowing”), which shall be in the form of Exhibit D annexed hereto and signed by an authorized officer of Remington. Such Notice of Borrowing shall be given by Remington no later than 12:00 noon at the office of Agent designated by Agent from time to time (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Domestic Business Day of the requested funding datedate of such Borrowing, in the case of Base Rate Loans, and (iib) at least three 3 Euro-Dollar Business Days prior to the requested funding datedate of such Borrowing, in the case of LIBOR Euro-Dollar Loans. Notices received after 11:00 a.m. 12:00 noon shall be deemed received on the next Domestic Business Day. The Revolver Loans made by each Lender on the Closing Date shall be made as Base Rate Loans and thereafter may be made or continued as or converted into Base Rate Loans or Euro-Dollar Loans. Each Revolver Loan (other than Settlement Loans) requested by Borrowers after the Closing Date shall be for an amount of $100,000 or integral multiples of $100,000 in excess of that amount, except for Revolver Loans deemed requested pursuant to clause (ii) of this Section 4. 1.1. Each Notice of Borrowing (or telephonic notice thereof) shall be irrevocable and shall specify (Aa) the principal amount of the Borrowing, (Bb) the requested funding date of Borrowing (which must shall be a Domestic Business Day), (Cc) whether the Borrowing is to be made as consist of Base Rate Loans or LIBOR Euro-Dollar Loans, and (Dd) in the case of LIBOR Euro-Dollar Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days applicable thereto, and (e) the account of Borrowers to which the proceeds of such Borrowing are to be disbursed. Borrowers may not request any Euro-Dollar Loans if not specified)a Default or Event of Default exists. (be) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debtdeleting Section 8.2.5(ii) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at Credit Agreement in its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then entirety and by substituting in lieu thereof the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.following:

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Administrative Agent a Notice of Borrowing. Such notice must be received by Administrative Agent no later than by 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan (the rate of which is based on clause (b) of the definition of “Base Rate”) on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Administrative Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Administrative Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Administrative Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan (the rate of which is based on clause (b) of the definition of “Base Rate”) on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire Borrower desires funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent Lender a Notice of Borrowing. Such notice must be received by Agent Lender no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by BorrowersBorrower, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent Lender may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent Lender or any of its Affiliates. (c) If Borrowers establish Borrower establishes a controlled disbursement account with Agent Lender or any Affiliate of Agentits Affiliates, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of To request Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Floating Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Interest Period Loans. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base a Floating Rate Loans Loan or LIBOR LoansInterest Period Loan, and (D) in the case of LIBOR Loansan Interest Period Loan, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base a Floating Rate Revolver Loans Loan or Swingline Loan (as determined by Agent) on the due date, date in the amount of such Obligations. The due and the Revolver Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent. (c) If a Borrower maintains a disbursement account with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for Base a Floating Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such the Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire Borrower desires funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. a.m. Pacific time (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. Pacific time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by BorrowersBorrower, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver LoansLoan, Borrower Agent shall give Agent Lender a Notice of Borrowing. Such notice must be received by Agent no later than Lender by 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of date for a Base Rate LoansLoan, and (ii) at least three two Business Days prior to the requested funding date, in the case of date for a LIBOR LoansLoan. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent Lender may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent Lender or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent Lender or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Administrative Agent a Notice of Borrowing. Such notice must be received by Administrative Agent no later than by 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Term SOFR Loans. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansTerm SOFR Loan, and (D) in the case of LIBOR Loansa Term SOFR Loan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Administrative Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Administrative Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Administrative Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than by 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Revolver Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Revolver Loans. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Revolver Loan or LIBOR LoansRevolver Loan, and (D) in the case of a LIBOR LoansRevolver Loan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, in the amount of such Obligations. The due and the Revolver Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such the Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire Borrower desires funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of BorrowingBorrowing signed by a Senior Officer, which shall be in such form as may be required by Agent (and which notice may be given electronically subject to the limitations set forth in Section 13.3.2) and which shall specify the account of Borrower into which the proceeds of such Revolver Loans should be disbursed. Such notice must be received by Agent no later than 11:00 a.m. (i) a.m. on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of Loans or LIBOR Index Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, and (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by BorrowersBorrower, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans LIBOR Index Loan on the due date, in the amount of such Obligations. The proceeds of such Revolver LIBOR Index Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check check, ACH or electronic debit, or other payment item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for paymentsuch payment item. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Loans Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans Loans; on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled maintain any disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans on Loan in the date of such presentation, in the amount of the check and items presented for paymentPayment Item. The proceeds of such Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire Borrower desires funding of a Borrowing of Revolver LoansLoan, Borrower Agent shall give Agent Lender a Notice of Borrowing. Such notice must be received by Agent no later than Lender by 11:00 a.m. (i) a.m. on the Business Day of the requested funding date, in date for the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR LoansLoan. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), ) and (C) whether the Borrowing is appropriate wire instructions directing payment to be made as Base Rate Loans either (i) the Maintech Disbursement Account, or LIBOR Loans, if prior to the establishment of the Maintech Disbursement Account (ii) a designated disbursement account of the Parent held with Lender (“Volt Interim Disbursement Account”) and (D) be certified by an authorized officer of Borrower (or in the case of LIBOR Loans, (B) (ii) the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specifiedBorrower and Parent). (b) Unless payment is otherwise timely made by BorrowersBorrower, the becoming due of any Obligations Obligation (whether principal, interest, fees fees, costs, expenses or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate a Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent Lender may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent Lender or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation Presentation for payment of any check or other item Payment Item in any disbursement account of payment drawn on such account at a time Borrower maintained with Lender when there are insufficient funds to cover it shall (unless payment is otherwise made by Borrower) be deemed to be a request for Base Rate a Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate accountPayment Item.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. 12:00 p.m. (New York time) (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR LIBORSOFR Loans. Notices received after 11:00 a.m. 12:00 p.m. (New York time) shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR LIBORSOFR Loans, and (D) in the case of LIBOR LIBORSOFR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a With respect to the controlled disbursement account maintained by Borrowers with Agent or any Affiliate of Agent, then the presentation for payment of any check check, ACH or electronic debit, or other payment item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for paymentsuch payment item. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver To request Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans (including Swingline Loans), and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by BorrowersBorrower, the becoming due of any Obligations Obligation pursuant to the Loan Documents (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against (a) Borrower’s primary operating account maintained with Agent or its Affiliates (as designated by Borrower to Agent from time to time) and (b) if such primary operating account has insufficient funds to satisfy such charge or if Borrower has failed to designate a primary operating account, from any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish Borrower maintains a controlled disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of To request Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans and Foreign Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base a Floating Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified), (E) whether such Revolver Loan is to be advanced to Promethean U.S. or Promethean U.K., and (F) the Available Currency in which the applicable Revolver Loan is requested to be made. (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base a Floating Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Revolver Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent Agent, U.K. Security Trustee or any Affiliate of Agenttheir respective Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for Base a Floating Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such the Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans (or 2:00 p.m. on the Business Day of the requested funding date in the case of Swingline Loans), and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check check, ACH or electronic debit, or other payment item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for paymentsuch payment item. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of To request a Borrowing of Revolver LoansLoan, Borrower Agent shall give Agent Lender a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of date for a Base Rate LoansLoan, and (ii) at least three two Business Days prior to the requested funding date, in the case of date for a LIBOR LoansLoan. Notices received by Lender after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent Lender may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent Lender or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent Lender or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver To request Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against (a) the Borrowers’ primary operating account maintained with Agent or any operatingof its Affiliates (as designated by Borrower Agent to Agent from time to time) and (b) if such primary operating account has insufficient funds to satisfy such charge or if Borrowers have failed to designate a primary operating account, investment or other from any operating account of a Borrower the Borrowers maintained with Agent or any of its Affiliates, and in any case, Agent shall promptly notify Borrower Agent of any such charge. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time when Payment Item which there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent irrevocable notice, which may be given by (A) telephone, or (B) a Notice of Borrowing. Such ; provided that any telephone notice must be received confirmed promptly by Agent no later than 11:00 a.m.delivery to the (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) a. Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). . In addition, in the case of a Borrowing after the Availability Election which would result in Availability being less than $50,000,000, the Notice of Borrowing shall demonstrate that the Fixed Charge Coverage Ratio would be not less than 1.00 : 1.00 after giving effect to such Borrowing as of the end of the Fiscal Quarter immediately preceding such funding for which financial information pursuant to Section 10.1.2(a) or (b) has been delivered to Agent. b. Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) c. If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (ai) Whenever Borrowers desire funding of to make a Borrowing under Section 1.1 of Revolver Loansthis Agreement (other than a Borrowing resulting from a conversion or continuation pursuant to Section 2.1.2), Borrower Agent Borrowers shall give Agent prior written notice (or electronic notice satisfactory to Agent) of such Borrowing request (a “Notice of Borrowing”), which shall be in the form of Exhibit D annexed hereto and signed by an authorized officer of Parent. Such notice must Notice of Borrowing shall be received given by Agent such Borrower no later than 11:00 a.m. 12:00 noon at the office of Agent designated by Agent from time to time (ia) on the Business Day of the requested funding datedate of such Borrowing, in the case of Base Rate Loans, and (iib) at least three 3 Business Days prior to the requested funding datedate of such Borrowing, in the case of LIBOR Loans. Notices received after 11:00 a.m. 12:00 noon shall be deemed received on the next Business Day. Any Revolver Loans made by each Lender on the Closing Date shall be in excess of $250,000 and shall be made as Base Rate Loans and thereafter may be made or continued as or converted into Base Rate Loans or LIBOR Loans. Each Notice of Borrowing (or telephonic notice thereof) shall be irrevocable and shall specify (Aa) the principal amount of the Borrowing, (Bb) the requested funding date of Borrowing (which must shall be a Business Day), (Cc) whether the Borrowing is to be made as consist of Base Rate Loans or LIBOR Loans, and (Dd) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days applicable thereto, and (e) the account of Borrowers to which the proceeds of such Borrowing are to be disbursed. Borrowers may not request any LIBOR Loans if not specified)a Default or Event of Default exists. (bii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the other Loan Documents with respect to the Obligations (whether as principal, accrued interest, fees or other charges, charges including Extraordinary Expenses, the repayment of any LC Obligations, Cash Collateral and Bank Product DebtOutstandings) shall be deemed irrevocably to be a request (without any requirement for Base Rate the submission of a Notice of Borrowing) for Revolver Loans on the due datedate of, and in the an aggregate amount of required to pay, such Obligations. The , and the proceeds of such Revolver Loans shall may be disbursed as by way of direct payment of the relevant ObligationObligation and shall bear interest as Base Rate Loans. In additionNeither Agent nor any Lender shall have any obligation to Borrowers to honor any deemed request for a Revolver Loan after the Commitment Termination Date, Agent maywhen an Out-of-Formula Condition exists or would result therefrom or when any condition precedent set forth in Section 10 hereof is not satisfied, at its optionbut may do so in their discretion and without regard to the existence of, charge and without being deemed to have waived, any Default or Event of Default and regardless of whether such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its AffiliatesRevolver Loan is funded after the Commitment Termination Date. (ciii) If Borrowers elect to establish a controlled disbursement account Controlled Disbursement Account with Agent Bank or any Affiliate of AgentBank, then the presentation for payment by Bank of any check or other item of payment drawn on such account the Controlled Disbursement Account at a time when there are insufficient funds in such account to cover it such check shall be deemed irrevocably to be a request (without any requirement for Base Rate the submission of a Notice of Borrowing) for Revolver Loans on the date of such presentation, presentation and in any amount equal to the aggregate amount of the check and items presented for payment. The , and the proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account Controlled Disbursement Account and shall bear interest as Base Rate Loans. Neither Agent nor any Lender shall have any obligation to honor any deemed request for a Revolver Loan after the Commitment Termination Date or other appropriate accountwhen an Out-of-Formula Condition exists or would result therefrom or when any condition precedent in Section 10 hereof is not satisfied, but may do so in its discretion and without regard to the existence of, and without being deemed to have waived, any Default or Event of Default and regardless of whether such Revolver Loan is funded after the Commitment Termination Date. (iv) As an accommodation to Borrowers, Agent and Lenders may permit telephonic requests for Borrowings and electronic transmittal of instructions, authorizations, agreements or reports to Agent by Borrowers; provided, however, that Borrowers shall confirm each such telephonic request for a Borrowing of LIBOR Loans by delivery of the required Notice of Borrowing to Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. on the same day. Neither Agent nor any Lender shall have any liability to Borrowers for any loss or damage suffered by such Borrowers as a result of Agent’s or any Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Agent or Lenders by a Borrower and neither Agent nor any Lender shall have any duty to verify the origin of any such communication or the identity or authority of the Person sending it.

Notice of Borrowing. (a) Whenever Domestic Borrowers desire funding of a Borrowing of Domestic Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. 12:00 noon Chicago time (i) on the Business Day of the requested funding date, in the case of Domestic Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. 12:00 noon Chicago time shall be deemed received on the next Business Day. Each Subject to Section 3.5 and Section 3.6, each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Domestic Base Rate Loans Loans, or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Domestic Borrowers, the becoming due of any Domestic Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, Domestic LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Domestic Base Rate Revolver Loans Loans, on the due date, in the amount of such Domestic Obligations. The proceeds of such Domestic Revolver Loans shall be disbursed as direct payment of the relevant Domestic Obligation. In addition, Agent may, at its option, charge such Domestic Obligations against any operating, investment or other Borrower Agent’s primary disbursement account of a Borrower maintained with Agent or any of its Affiliates. (c) Whenever UK Borrowers desire funding of a Borrowing of UK Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. London time (i) on the Business Day of the requested funding date, in the case of UK Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. London time shall be deemed received on the next Business Day. Subject to Section 3.5 and Section 3.6, each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) whether such Borrowing is to be made in Pounds Sterling or Euro, (C) the requested funding date (which must be a Business Day), (D) whether the Borrowing is to be made as UK Base Rate Loans or LIBOR Loans, and (E) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (d) Unless payment is otherwise timely made by UK Borrowers, the becoming due of any UK Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, UK LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for UK Base Rate Loans, on the due date, in the amount of such UK Obligations. The proceeds of such UK Revolver Loans shall be disbursed as direct payment of the relevant UK Obligation. In addition, Agent may, at its option, charge such UK Obligations against the primary disbursement account of UK Obligors maintained with Agent or any of its Affiliates. (e) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Domestic Base Rate Revolver Loans or UK Base Rate Loans, as applicable, on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than by 11:00 a.m. a.m. (or 2:30 p.m. in the case of a Swingline Loan) (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR Loan (other than Swingline Loans, which shall be Base Rate Loans), and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral Collateral, and Secured Bank Product DebtObligations) at the election of Agent shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment investment, or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate such account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver To request Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans (including Swingline Loans), and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Term SOFR Loans. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansTerm SOFR Loan, and (D) in the case of a LIBOR LoansTerm SOFR Loan, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by BorrowersBorrower, the becoming due of any Obligations Obligation pursuant to the Loan Documents (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other such (c) If Borrower maintains a disbursement account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. 12:00 noon (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. 12:00 noon shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations then due and owing against the Loan or any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than by 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days 1 month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver To request Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR BSBY Loans. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansBSBY Loan, and (D) in the case of LIBOR Loansa BSBY Loan, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent Company shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, during any Dominion Trigger Period, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire Borrower desires funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. a.m. (Central Time) (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. (Central Time) shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and irrevocable, shall specify (A1) the amount of the Borrowing, (B2) the requested funding date (which must be a Business Day), (C3) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D4) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by BorrowersBorrower, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations, but excluding Obligations other than principal, interest, scheduled fees and LC Obligations, which are being disputed in good faith by Borrower and are not more than thirty (30) days past due) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check check, ACH or electronic debit, or other payment item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for paymentsuch payment item. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver LoansBorrowing, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. a.m. (iEastern Time) on the Business Day of the requested funding date, in the case of Base Rate Loans, and date which is not less than five (ii5) at least three Business Days prior to the requested funding date, in date (and such funding date shall occur no later than ten (10) Business Days of Agent’s receipt of such Notice of Borrowing); provided that no Notice of Borrowing shall be delivered within thirty (30) days of the case of LIBOR Loansimmediately preceding Borrowing. Notices received after 11:00 a.m. (Eastern Time) shall be deemed received on the next Business Day. Notwithstanding anything herein to the contrary, first funding date shall occur on the Effective Date. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, Borrowing and (B) the requested funding date (which must be a Business Day); provided that, (C) whether on the Borrowing is to Effective Date, such Standby Term Loan shall be made as Base Rate Loans or LIBOR Loansin a principal amount of $2,000,000, and (D) in the case of LIBOR Loanson any other funding date, the duration of the applicable Interest Period (which such Standby Term Loan shall be deemed to be 30 days if not specified)in a principal amount of $1,000,000. (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Expenses and Cash Collateral and Bank Product DebtCollateral) shall be deemed to be a request for Base Rate Revolver Loans the Standby Term Loans, on the due date, in the amount of such Obligations. The proceeds of such Revolver Standby Term Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver To request Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. 12:00 noon (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. by 12:00 p.m. (Applicable Time Zone) (i) on the Business Day of or prior to the requested funding date, in the case of Base Floating Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Interest Period Loans. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base a Floating Rate Loans Loan or LIBOR LoansInterest Period Loan, and (D) in the case of LIBOR Loansan Interest Period Loan, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowersthe applicable Borrower, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base a Floating Rate Revolver Loans Loan, by the applicable Borrower, on the due date, date in the amount of such Obligations. The due and the Revolver Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a the applicable Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates or branches, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Floating Rate Loan (based on the U.S. Base Rate Revolver Loans or Canadian Prime Rate, as applicable) by such Borrower on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such the Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the principal amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three threetwo Business Days prior to the requested funding date, in the case of LIBOR LIBORTerm SOFR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR LIBORTerm SOFR Loans, and (D) in the case of LIBOR Loans, the duration of ofa Term SOFR Loan, the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including any Swingline Loan, Protective Advance, Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check check, ACH or electronic debit, or other payment item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for paymentsuch payment item. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of To request Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Revolver Loans, and (ii) at least three 2 Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Revolver Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Revolver Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such the Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver To request Loans, Borrower Agent shall give Agent deliver a Notice of Borrowing. Such notice must be received Borrowing to Agent by Agent no later than 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Term SOFR Loans and EURIBOR Loans, as applicable. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be is irrevocable and shall must specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan, Term SOFR Loan or LIBOR LoansEURIBOR Loan, and (D) in the case of LIBOR Loansa Term SOFR Loan or EURIBOR Loan, the duration of as applicable, the applicable Interest Period (which shall be deemed to be 30 days one month if not specified), and (E) the Available Currency in which the applicable Loan is requested to be made. (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including any Swingline Loan, Overadvance, Protective Advance, Extraordinary Expenses, and LC Obligations, Obligations but excluding Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, option charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates; provided that Agent shall provide such Borrower with prompt written notice of such charge. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of To request a Borrowing of Revolver LoansLoan, Borrower Agent shall give Agent Lender a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. 1:00 p.m. (i) on the Business Day of the requested funding date, in the case of date for a Base Rate LoansLoan, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loansdate for a BSBY Loan. Notices received by Lender after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansBSBY Loan, and (D) in the case of LIBOR Loansa BSBY Loan, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent Lender may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent Lender or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent Lender or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of To request Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate LoansLoans and the LIBOR Loans made on the Closing Date, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR LoansLoans (other than LIBOR Loans made on the Closing Date). Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by BorrowersBorrower, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Revolver Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish Borrower maintains a controlled disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such the Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) a. Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) b. Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) c. If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Administrative Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m.DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two (2) Business Days prior to the requested funding date, in the case of LIBOR SOFR Loans. Notices received after 11:00 a.m. 2:00 p.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the principal amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR SOFR Loans, and (D) in the case of LIBOR SOFR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one (1) month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If At such time as Borrowers establish a have established and maintain controlled disbursement account accounts with Agent or any Affiliate of Agent’s Affiliate, then the parties agree that the presentation for payment of any check or other item of payment drawn on on, or other transfer made from, such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The At such time, the proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account accounts or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than by 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 thirty (30) days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Revolver Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the principal amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Revolver Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled maintain any disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentation, in the amount of the check and items presented for paymentPayment Item. The proceeds of such Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of To request Revolver Loans, Borrower Agent shall give notify Agent of such request by telephone or email (or, if permitted by Agent, by request posted to Agent’s StuckyNet System) a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. (i) 11:30 a.m. on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each such telephone (or posted) Notice of Borrowing shall be irrevocable and the Borrower Agent agrees to promptly confirm any such telephone request by hand delivery or electronic transmission to the Agent of a written Notice of Borrowing in a form approved by the Agent, and signed by the Borrower Agent. Each such Notice of Borrowing shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is Availability after giving effect to be made as Base Rate Loans or LIBOR Loansthe Borrowing, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed Borrower to whom proceeds from such Borrowing are to be 30 days if not specified)disbursed. (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate a Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for Base Rate a Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (ai) Whenever U.S. Borrowers desire funding of to make a Borrowing under Section 1.1 of Revolver Loansthis Agreement, Borrower Agent U.S. Borrowers shall give DIP Agent prior written notice (which may be by internet or telephonic notice promptly confirmed in writing) of such Borrowing request (a “Notice of Borrowing”), which shall be in the form of Exhibit C annexed hereto and signed by an authorized officer of SRC. Such notice must Notice of Borrowing shall be received given by Agent such U.S. Borrower no later than 11:00 a.m. 12:00 noon at the office of DIP Agent designated by DIP Agent from time to time (ia) on the Business Day of the requested funding datedate of such Borrowing, in the case of Base Rate Loans, and (iib) at least three (3) Business Days prior to the requested funding datedate of such Borrowing, in the case of LIBOR Loans. Notices received after 11:00 a.m. 12:00 noon shall be deemed received on the next Business Day. The Revolver Loans made by each DIP Lender on the Closing Date shall be made as Base Rate Loans and thereafter may be made or continued as or converted into Base Rate Loans or LIBOR Loans. Each Notice of Borrowing (or telephonic notice thereof) shall be irrevocable and shall specify (Aa) the principal amount of the Borrowing, (Bb) the requested funding date of Borrowing (which must shall be a Business Day), (Cc) whether the Borrowing is to be made as consist of Base Rate Loans or LIBOR Loans, and (Dd) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days applicable thereto, and (e) the account of U.S. Borrowers to which the proceeds of such Borrowing are to be disbursed. U.S. Borrowers may not request any LIBOR Loans if not specified)an Event of Default exists. (bii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the other DIP Loan Documents with respect to any Obligations (whether as principal, accrued interest, fees or other charges, including Extraordinary Expenses, LC Bank Product Obligations, Cash Collateral and Bank Product Debtthe repayment of any Letter of Credit Outstandings) shall be deemed irrevocably to be a request (without any requirement for Base Rate the submission of a Notice of Borrowing) for Revolver Loans on the due datedate of, and in the an aggregate amount of required to pay, such Obligations. The , and the proceeds of such Revolver Loans shall may be disbursed as by way of direct payment of the relevant ObligationObligation and shall bear interest as a Revolver Loan. Neither DIP Agent nor any DIP Lender shall have any obligation to Borrowers to honor any deemed request for a Revolver Loan after the Commitment Termination Date, when an Out of Formula Condition exists or would result therefrom, or when any condition precedent set forth in Section 10 hereof is not satisfied, but may do so in their discretion and without regard to the existence of, and without being deemed to have waived, any Default or Event of Default and regardless of whether such Revolver Loan is funded after the Commitment Termination Date. DIP Lenders may fund Professional Fees as provided in the DIP Financing Orders, and all such fundings, if made, shall constitute Revolver Loans. In addition, DIP Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with DIP Agent or any of its Affiliates. (ciii) As an accommodation to Borrowers, DIP Agent and DIP Lenders may permit electronic requests for Borrowings and shall permit electronic transmittal of instructions, authorizations, agreements or reports to DIP Agent by Borrowers. Neither DIP Agent nor any DIP Lender shall have any liability to any Borrower for any loss or damage suffered by such Borrower as a result of DIP Agent’s or any DIP Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it electronically and purporting to have been sent to DIP Agent or DIP Lenders by a Borrower, and neither DIP Agent nor any DIP Lender shall have any duty to verify the origin of any such communication or the identity or authority of the Person sending it. (iv) If Borrowers establish a controlled maintain any disbursement account with DIP Agent or any Affiliate of DIP Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request by U.S. Borrowers for Base Rate a Revolver Loans Loan on the date of such presentation, in the amount of the check and items presented for paymentPayment Item. The proceeds of such Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. Revolving Loans shall be made on the Closing Date in accordance with the disbursement agreement delivered by Borrower Representative to Administrative Agent on the Closing Date. After the Closing Date, Borrowers may request new Revolving Loans (a) Whenever Borrowers desire funding of a Borrowing of Revolver including Swing Line Loans), Borrower by delivering to Administrative Agent shall give Agent at its Lending Office a Notice of BorrowingBorrowing (which notice may be transmitted by electronic mail subject to the limitations set forth in Section 15.1(d)). Such notice If the requested Revolving Loan is to be a Base Rate Loan, then, unless otherwise agreed in writing by Administrative Agent in its discretion, such Notice of Borrowing must be received by Administrative Agent no later than at or before 11:00 a.m. (i) a.m. on the Business Day of on which Borrowers desire such Revolving Loan to be made. If the requested funding dateRevolving Loan is to be a Term SOFR Rate Loan, then, unless otherwise agreed in writing by Administrative Agent in its discretion, such Notice of Borrowing must be received by Administrative Agent at or before 11:00 a.m. on the case third U.S. Government Securities Business Day preceding the date on which Borrowers desire such Revolving Loan to be made. Unless otherwise agreed in writing by Administrative Agent in its discretion, any Notice of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices Borrowing received by Administrative Agent after 11:00 a.m. on a Business Day (or, as applicable, U.S. Government Securities Business Day) shall be deemed to have been received on the next immediately following Business Day. Each Notice of Borrowing shall be irrevocable and for a Revolving Loan shall specify (Ai) the amount of the Borrowing, ; (Bii) the requested funding date (which must be a Business Day or, as applicable, a U.S. Government Securities Business Day), ; (Ciii) whether the Borrowing is requested to be made as a Swing Line Loan; (iv) whether the Borrowing is requested to be made as a Base Rate Loans Loan or LIBOR Loans, Term SOFR Rate Loan; and (Dv) in the case of LIBOR Loansa Term SOFR Rate Loan, the duration of the applicable Interest Period. If Borrowers do not specify an Interest Period (which with respect to any Notice of Borrowing for a Term SOFR Rate Loan, then, the Interest Period for such Loan shall be deemed to be 30 days if not specified)one (1) month. (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m.1:00 p.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. 1:00 p.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire a Borrower desires funding of a Borrowing of Revolver Loans, then such Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Revolver Loans, and (ii) at least three 2 Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Revolver Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a the Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish any Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of To request a Borrowing of Revolver LoansLoan, Borrower Agent shall give Agent Lender a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of date for a Base Rate LoansLoan, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loansdate for a BSBY Loan. Notices received by Lender after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansBSBY Loan, and (D) in the case of LIBOR Loansa BSBY Loan, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent Lender may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent Lender or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent Lender or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check a check, draft or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on ​ the date of such presentationpresentation date, in the amount of the check and items presented for paymentsuch check, draft or other payment item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (i) Whenever a Borrower desires to make a Borrowing under Section 2.1 of this Agreement (other than a Borrowing resulting from a conversion or continuation pursuant to Section 3.1.2), Remington shall give Agent prior written notice (or telephonic notice promptly confirmed in writing) of such Borrowing request (a “Notice of Borrowing”), which shall be in the form of Exhibit D annexed hereto and signed by an authorized officer of Remington. Such Notice of Borrowing shall be given by Remington no later than 12:00 noon at the office of Agent designated by Agent from time to time (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Domestic Business Day of the requested funding datedate of such Borrowing, in the case of Base Rate Loans, and (iib) at least three 3 Euro-Dollar Business Days prior to the requested funding datedate of such Borrowing, in the case of LIBOR Euro-Dollar Loans. Notices received after 11:00 a.m. 12:00 noon shall be deemed received on the next Domestic Business Day. The Revolver Loans made by each Lender may be made or continued as or converted into Base Rate Loans or Euro-Dollar Loans. Each Revolver Loan (other than Settlement Loans) requested by Borrowers after the Closing Date shall be for an amount of $100,000 or integral multiples of $100,000 in excess of that amount, except for Revolver Loans deemed requested pursuant to clause (ii) of this Section 4. 1.1. Each Notice of Borrowing (or telephonic notice thereof) shall be irrevocable and shall specify (Aa) the principal amount of the Borrowing, (Bb) the requested funding date of Borrowing (which must shall be a Domestic Business Day), (Cc) whether the Borrowing is to be made as consist of Base Rate Loans or LIBOR Euro-Dollar Loans, and (Dd) in the case of LIBOR Euro-Dollar Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days applicable thereto, and (e) the account of Borrowers to which the proceeds of such Borrowing are to be disbursed. Borrowers may not request any Euro-Dollar Loans if not specified)a Default or Event of Default exists. (bii) Unless payment is otherwise timely made by Borrowers, the becoming due of any amount required to be paid with respect to any of the Obligations (whether as principal, accrued interest, fees or other charges, including Extraordinary Expenses, the repayment of any LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed irrevocably to be a request (without any requirement for Base Rate the submission of a Notice of Borrowing) for Revolver Loans on the due datedate of, and in the an aggregate amount of required to pay, such Obligations. The , and the proceeds of such Revolver Loans shall may be disbursed as by way of direct payment of the relevant ObligationObligation and shall bear interest as Base Rate Loans. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers elect to establish a one or more controlled disbursement account accounts with Agent or any Affiliate of AgentLender that is a bank, then the presentation for payment of any check or other item of payment drawn on any such controlled disbursement account at a time when there are insufficient funds in such account to cover it such check shall be deemed irrevocably to be a request (without any requirement for Base Rate the submission of a Notice of Borrowing) for Revolver Loans on the date of such presentation, presentation and in an amount equal to the aggregate amount of the check and items presented for payment. The , and the proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account and shall bear interest as Base Rate Loans. Neither Agent nor any Lender shall have any obligation to Borrowers to honor any deemed request for a Revolver Loan on or other appropriate accountafter the Commitment Termination Date or when an Out-of-Formula Condition exists or would result therefrom or when any condition precedent in Section 11 hereof is not satisfied, but may do so in the discretion of Agent (or at the direction of the Required Lenders) and without regard to the existence of, and without being deemed to have waived, any Default or Event of Default and regardless of whether such Revolver Loan is funded after the Commitment Termination Date. (iii) As an accommodation to Borrowers, Agent and Lenders may permit telephonic requests for Borrowings and electronic transmittal of instructions, authorizations, agreements or reports to Agent by Borrowers; provided, however, that Borrowers shall confirm each such telephonic request for a Borrowing of Euro-Dollar Loans or for a single Borrowing of Base Rate Loans in excess of $5,000,000 by delivery of the required Notice of Borrowing to Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. on the same day. Unless Borrowers specifically direct Agent and Lenders in writing not to accept or act upon telephonic or electronic communications from Borrowers, neither Agent nor any Lender shall have any liability to Borrowers for any loss or damage suffered by Borrowers as a result of Agent’s or any Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to Agent or Lenders by Borrowers and neither Agent nor any Lender shall have any duty to verify the origin of any such communication or the identity or authority of the Person sending it.

Notice of Borrowing. (a) Whenever Borrowers desire Borrower desires funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of BorrowingBorrowing signed by a Senior Officer, which shall be in such form as may be required by Agent (and which notice may be given electronically subject to the limitations set forth in Section 13.3.2) and which shall specify the account of Borrower into which the proceeds of such Revolver Loans should be disbursed. Such notice must be received by Agent no later than 11:00 a.m. (i) a.m. on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, and (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by BorrowersBorrower, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check check, ACH or electronic debit, or other payment item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for paymentsuch payment item. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. 12:00 noon (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. 12:00 noon shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of Borrowers (when due) any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled maintain any disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentation, in the amount of the check and items presented for paymentPayment Item. The proceeds of such Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver To request Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received Borrowing by Agent no later than 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received by Agent after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the BorrowingBorrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations Obligation (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product DebtObligations) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant such Obligation. In addition, Agent may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains a disbursement account with Agent or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire Borrower desires funding of a Borrowing of Revolver LoansLoan, Borrower Agent shall give Agent Lender a Notice of Borrowing. Such notice must be received by Agent no later than Lender by 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of date for a Base Rate LoansLoan, and (ii) at least three two Business Days prior to the requested funding date, in the case of date for a LIBOR LoansLoan. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by BorrowersBorrower, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the such relevant Obligation. In addition, Agent Lender may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent Lender or any of its Affiliates. (c) If Borrowers establish a controlled Borrower maintains disbursement account with Agent Lender or any Affiliate of Agentits Affiliates, then the presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans the Loan may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Revolving Loans, Administrative Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. a.m. New York City time (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three two (2) Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. New York City time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the principal amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one (1) month if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Revolving Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Revolving Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If Borrowers shall establish a and maintain controlled disbursement account accounts with Agent or any Affiliate of Agent, then ’s Affiliate. The parties agree that the presentation for payment of any check or other item of payment drawn on on, or other transfer made from, such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account accounts or other appropriate account.

Notice of Borrowing. (a) Whenever the Borrowers desire funding of a Borrowing of Revolver Revolving Loans, the Borrower Agent shall give Agent submit a Notice of BorrowingBorrowing to the Agent. Such notice must be received by the Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Revolving Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Revolving Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (Aw) the principal amount of the Borrowing, (Bx) the requested funding date (which must be a Business Day), (Cy) whether the Borrowing is to be made as Base Rate Revolving Loans or LIBOR Revolving Loans, and (Dz) in the case of LIBOR Revolving Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days one month if not specified). (b) Unless payment is otherwise timely made by the Borrowers, the becoming due of any Obligations (whether principal, interest, fees fees, or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral Collateral, and Bank Product Debt) shall be deemed irrevocably to be a request (without any requirement for a Notice of Borrowing) for Base Rate Revolver Revolving Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Revolving Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (c) If the Borrowers establish a controlled disbursement account with the Agent or any Affiliate of the Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request (without any requirement for a Notice of Borrowing) for Base Rate Revolver Revolving Loans on the LOAN AND SECURITY AGREEMENT date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Revolving Loans may be disbursed directly to the controlled disbursement account or other appropriate account. (d) Neither the Agent nor any Lender shall have any obligation to the Borrowers to honor any deemed request for a Revolving Loan on or after the Termination Date, when an Overadvance exists or would result therefrom, or when any condition in Section 6 is not satisfied, but may do so in their discretion, without being deemed to have waived any Default or Event of Default.

Notice of Borrowing. (a) Whenever Borrowers desire Borrower desires funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent Lender a Notice of Borrowing. Such notice must be received by Agent Lender no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by BorrowersBorrower, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent Lender may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent Lender or any of its Affiliates. (c) If Borrowers establish Borrower establishes a controlled disbursement account with Agent Lender or any Affiliate of Agentits Affiliates, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver LoansLoan, Borrower Agent shall give Agent Lender a Notice of Borrowing. Such notice must be received by Agent no later than Lender by 11:00 a.m. a.m. (i) on the Business Day of the requested funding date, in the case of date for a Base Rate LoansLoan, and (ii) at least three two (2) Business Days prior to the requested funding date, in the case of date for a LIBOR LoansLoan. Notices received after 11:00 a.m. such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Base Rate Loans Loan or LIBOR LoansLoan, and (D) in the case of a LIBOR LoansLoan, the duration of the applicable Interest Period (which shall be deemed to be 30 thirty (30) days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for a Base Rate Revolver Loans Loan on the due date, date in the amount of such Obligations. The due and the Loan proceeds of such Revolver Loans shall be disbursed as direct payment of the such relevant Obligation. In addition, Agent Lender may, at its option, charge such Obligations amount against any operating, investment or other account of a Borrower maintained with Agent Lender or any of its Affiliates. (c) If Borrowers The Obligors shall establish a and maintain controlled disbursement account accounts with Agent Lender or any Affiliate of Agent, then the its Affiliates. The parties agree that presentation for payment in the account of any check or other item of payment drawn on such account at a time Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loans Loan on the date of such presentationpresentation date, in the amount of the check and items presented for paymentPayment Item. The proceeds Proceeds of such Revolver Loans any Loan may be disbursed directly to the any controlled disbursement account or other appropriate accountaccounts.

Notice of Borrowing. (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loansa Loan, Borrower Agent shall give Agent Lender a Notice of Borrowing. Such notice must be received by Agent Lender no later than 11:00 a.m.1:00 p.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three (3) Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. 1:00 p.m. shall be deemed received on the next Business Day. Each such Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 thirty (30) days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Revolver Loans that are Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent Lender may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent Lender or any of its Affiliates. (c) If Borrowers establish a controlled disbursement account with Agent Lender or any Affiliate of Agentits Affiliates, then the presentation for payment of any check check, ACH or electronic debit, or other payment item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for a Revolver Loan that is a Base Rate Revolver Loans Loan on the date of such presentation, in the amount of the check and items presented for paymentsuch payment item. The proceeds of such Revolver Loans Loan may be disbursed directly to the controlled disbursement account or other appropriate account.