Common use of Notice of Borrowing Clause in Contracts

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) the date of the Borrowing (which shall be a Business Day); (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loansmake a Borrowing hereunder, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 A.M. 10:00 a.m. (local time New York time) at its Notice Office), least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans and at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunderLoans. Each such notice (each such notice, a "NOTICE OF BORROWINGNotice of Borrowing") ), except as otherwise expressly provided in Section 1.10, shall (if requested be irrevocable and shall be given by the Administrative Agent to be confirmed in writing), be substantially Borrower in the form of Exhibit B-1A-1, and in any event shall be irrevocable and shall specify: appropriately completed to specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); , (iii) whether the Loans being made pursuant to such Borrowing shall consist of Prime constitute A Term Loans, B Term Loans, Revolving Loans or Acquisition Loans and (iv) whether the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the initial Interest Period to be initially applicable thereto. Any notice received after 10:00 a.m. (New York time) shall be deemed to be received on the next succeeding Business Day. The Administrative Agent shall promptly give each Lender written Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered by specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act or the respective Issuing Bank (in the case of Letters of Credit) may, prior to receipt of written confirmation confirmation, act without liability upon the basis of such telephonic notice believed by the Administrative Agent or the respective Issuing Bank (in the case of Letters of Credit) in good faith to be from an Authorized the President, Senior Vice President of Finance, the Chief Executive Officer, Chief Financial Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf or Controller of the Borrower. In each such case, the Administrative Agent's or such Issuing Bank's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansLoans under any Facility, it shall give the Administrative Agent at its Notice Office, , (Ax) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar LIBOR Loans to be made hereunder, or and (By) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 10:00 A.M. (local time at its Notice OfficeNew York time) on the proposed date thereof thereof, written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Base Rate Loans to be made hereunder. Each such notice (each such noticeeach, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, A and in any event shall be irrevocable and shall specify: specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; , (iiiii) the date of the Borrowing (which shall be a Business Day); ) and (iiiiv) whether the respective Borrowing shall consist of Prime Base Rate Loans or Eurodollar Loans; and (iv) LIBOR Loans and, if the requested Borrowing consists of Eurodollar LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent or the Letter of Credit Issuer (in the case of the issuance of Letters of Credit) may act prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent or the Letter of Credit Issuer in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's or the Letter of Credit Issuer's record of the terms of such telephonic notice shall be conclusive absent manifest errornotice.

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (aA) Whenever the Borrower desires telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereundera Loan Notice. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested Loan Notice must be received by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: not later than 11:00 a.m. (i) three (3) Business Days prior to the aggregate requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one (1), two (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Borrowing, DB1/ 88815292.10 a conversion of Loans from one Type to be made pursuant to such Borrowing; the other, or a continuation of Loans, as the case may be, (iiB) the requested date of the Borrowing Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); , (iiiC) whether the Borrowing shall consist principal amount of Prime Rate Loans to be borrowed, converted or Eurodollar Loans; continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (ivE) if applicable, the requested Borrowing consists duration of Eurodollar Loans, the Interest Period to be initially applicable with respect thereto. The Administrative Agent 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 promptly give each Lender written notice (be made as, or telephonic notice promptly confirmed in writing) of each proposed Borrowingconverted to, of Base Rate Loans. Any such Lender's proportionate share thereof and automatic conversion to Base Rate Loans shall be effective as of the other matters covered by last day of the Notice Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Borrowing relating thereto. (b) Without Eurodollar Rate Loans in any way limiting such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereundercontrary herein, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice Swingline Loan shall be conclusive absent manifest errormade as a Base Rate Loan and may not be converted to a Eurodollar Rate Loan.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansLoans hereunder (excluding Swingline Loans and Revolving Loans incurred pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 A.M. 1:00 P.M. (local time at its Notice OfficeNew York time), at least three Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or and at least one Business Day’s prior written notice (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Base Rate Loans to be incurred hereunder; provided that notwithstanding the foregoing, Term Loans B made hereunderon the Restatement Effective Date may be incurred by the Borrower as Eurodollar Loans so long as it the gives the Administrative Agent at its Notice Office, prior to 1:00 P.M. (New York time) on the Restatement Effective Date notice of such Borrowing. Each such notice (each, together with each such notice referred to in Section 1.03(b)(i), a “Notice of Borrowing”), except as otherwise expressly provided in Section 1.10, shall be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1A, and in any event shall be irrevocable and shall specify: appropriately completed to specify (i) whether the Loans being incurred pursuant to such Borrowing shall consist of Term Loans B or Revolving Loans, (ii) the aggregate principal amount of the such Loans to be made pursuant to such Borrowing; , (iiiii) the date of the such Borrowing (which shall be a Business Day); ) and (iiiiv) whether the respective Borrowing shall consist of Prime Base Rate Loans or Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans pursuant to the Borrowing specified in the respective Notice of Borrowing written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's Bank’s proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (bi) Whenever the Borrower desires to incur a Borrowing of Swingline Loans hereunder, it shall give Chase no later than 12:00 Noon (New York time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan to be incurred hereunder. Each such Notice of Borrowing shall be irrevocable and shall specify in each case (x) the date of such Borrowing (which shall be a Business Day) and (y) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(e), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent Agent, Chase (in the case of a Borrowing of Swingline Loans) or the Letter of Credit Issuer (in the case of the issuance of Letters of Credit), as the case may act be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent Agent, Chase or the Letter of Credit Issuer, as the case may be, in good faith to be from the chairman, a vice chairman, the president, the chief financial officer, the treasurer, an Authorized Officer assistant treasurer, the supervisor, cash management or a director of the Borrower entitled to give telephonic notices under this Agreement on behalf treasury operations of the Borrower. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's ’s, Chase’s or the Letter of Credit Issuer’s record of the terms of such telephonic notice shall be conclusive absent manifest errornotice.

Notice of Borrowing. (a) Whenever the (x) any Borrower desires to incur LoansDollar Loans hereunder (other than Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office, Office at least one Business Day's prior written notice (Aor, in the case of Dollar Loans incurred by GWR or GIMC, telephonic notice promptly confirmed in writing) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office)of each Base Rate Loan, and at least three Business Days' prior written or telephonic notice (or, in the case of Dollar Loans incurred by GWR or GIMC, telephonic notice, notice promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loan, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on such day and (y) any Borrower desires to incur A-2 Term Loans, A-3 Term Loans, B-2 Term Loans, or Revolving Loans to be made hereunderdenominated in an Alternate Currency, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time it shall give the Administrative Agent at its Notice OfficeOffice at least four Business Days' prior written notice, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (Local time) on the proposed date thereof such day. Each such written notice or written confirmation of telephonic notice (in the case each a "Notice of telephonic noticeBorrowing"), promptly confirmed in writing if so requested shall be irrevocable and shall be given by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially applicable Borrower in the form of Exhibit B-1A, and in any event appropriately completed to specify (i) the date of such incurrence (which shall be irrevocable and a Business Day), (ii) whether the Loans being made shall specify: constitute A-1 Term Loans, A-2 Term Loans, A-3 Term Loans, B-1 Term Loans, B-2 Term Loans, Tranche 1 Revolving Loans or Tranche 2 Revolving Loans, (iiii) the aggregate principal amount of the Loans to be made pursuant (stated in the applicable Approved Currency in the case of a Revolving Loan), (iv) in the case of Revolving Loans, the Approved Currency for such Revolving Loans, (v) in the case of Dollar Loans, whether such Loans being made are to such Borrowing; (ii) the date of the Borrowing (which shall be a Business Day); (iii) whether the Borrowing shall consist of Prime initially maintained as Base Rate Loans or Eurodollar Loans; Loans and (ivvi) if in the requested Borrowing consists case of Foreign Currency Loans, and Dollar Loans which are Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly (and in any event within one Business Day after its receipt of a Notice of Borrowing) give each Lender Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed incurrence, of such Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever GWR or GIMC desires to incur a Swingline Loan, it shall give the Swingline Bank, prior to 12:00 Noon (New York time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of the Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each proposed Borrowing, case (x) the date of such Lender's proportionate share thereof and Borrowing (which shall be a Business Day), (y) the aggregate principal amount of the other matters covered by the Notice of Borrowing relating theretoSwingline Loan to be so made and (z) whether such Swingline Loan will be a Tranche 1 Swingline Loan or a Tranche 2 Swingline Loan. (bii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(h)(B) or Section 1.01(i)(B), as the case may be, with each Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 1.01(h)(B) or 1.01(i)(B). (c) Without in any way limiting the obligation of the applicable Borrower to confirm in writing any telephonic notice permitted to be given hereunderof any incurrence of Loans, the Administrative Agent or the Swingline Bank may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent or the Swingline Bank, as the case may be, in good faith to be from an Authorized Officer of the such Borrower entitled prior to give telephonic notices under this Agreement on behalf receipt of the Borrowerwritten confirmation. In each such case, such Borrower hereby waives the right to dispute the Administrative Agent's or the Swingline Bank's, as the case may be, record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever Each Borrowing, each conversion of Loans from one Type to the Borrower desires other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office)Agent, at least three Business Days' prior written or telephonic notice (which may be given by telephone; provided that, in the case of any Borrowing, telephonic notice, promptly confirmed in writing notice may be given only if so requested by the Administrative Agent) Applicable Percentage of each Lender with respect to such Borrowing of Eurodollar Loans to will be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunderApplicable Percentage. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested must be received by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: not later than 11:00 a.m. (i) four (4) Business Days prior to the aggregate requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Loans having an Interest Period other than one (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., four (4) 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. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a principal amount of the $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c), each Borrowing of or conversion to Base Rate Loans to shall be made pursuant to such Borrowing; in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (iiwhether telephonic or written) shall specify (A) the Facility and 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, under such Facility, (B) the requested date of the Borrowing Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); , (iiiC) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, (E) if applicable, the duration of the Interest Period with respect thereto, (F) the Borrowing Base applicable to the requested Borrowing, (G) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if Lenders will be required to fund the requested Borrowing consists based on the respective Applicable Percentage, (H) each Lender’s Applicable Percentage of Eurodollar the requested Borrowing and (I) each Lender’s Revolving Exposure after giving effect to the requested Borrowing. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans, . Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to be initially the applicable theretoTerm SOFR Loans. The Administrative Agent shall promptly give each Lender written notice (If the Borrower requests a Borrowing of, conversion to, or telephonic notice promptly confirmed in writing) continuation of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto. (b) Without Term SOFR Loans in any way limiting the obligation such Loan Notice, but fail to specify an Interest Period, it will be deemed to have specified an Interest Period of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errorone (1) month.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loansmake a Borrowing of Term Loans hereunder, it the Borrower shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), Office at least three one (1) Business Days' Day’s prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Base Rate Term Loans to be made hereunder, or hereunder and at least three (B3) BORROWINGS OF PRIME RATE LOANS: U.S. Government Securities Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior to 11:00 A.M. written notice (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Rate Loans Term SOFR Term Loan to be made hereunder; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion). Each such notice (each such noticeeach, a "NOTICE OF BORROWING") “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall (if requested be irrevocable and shall be in writing, or by the Administrative Agent to be telephone promptly confirmed in writing)writing by or on behalf of the Borrower, be substantially in the form of Exhibit B-1, and in A-1 or such other form as may be approved by the Administrative Agent including any event form on an electronic platform or electronic transmission as shall be irrevocable and shall approved by the Administrative Agent, appropriately completed by a Responsible Officer of the Borrower to specify: (i) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); , (iii) whether the respective Borrowing shall consist of Prime Rate Initial Term Loans, Term B Loans, Term B-1 Loans, Term B-2 Loans, Incremental Term Loans or Eurodollar Refinancing Term Loans; and , (iv) if whether the requested Term Loans being made pursuant to such Borrowing consists are to be initially maintained as Base Rate Term Loans or Term SOFR Term Loans and (v) in the case of Eurodollar Term SOFR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written of the Tranche specified in the respective Notice of Borrowing, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's Xxxxxx’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 A.M. (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or and at least one Business Day's prior written notice (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Base Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, A-1 and in any event shall be irrevocable and shall specify: specify (i) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing; , (ii) the date of the Borrowing (which shall be a Business Day); ) and (iii) whether the respective Borrowing shall consist of Prime Base Rate Loans or (to the extent permitted) Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (bi) Whenever the Borrower desires to make a Borrowing of Swingline Loans hereunder, it shall give BTCo, prior to 11:00 A.M. (New York time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (x) the date of such Borrowing (which shall be a Business Day) and (y) the aggregate principal amount of the Swingline Loan to be made pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent Agent, BTCo (in the case of Swingline Loans) and the Letter of Credit Issuer (in the case of Letters of Credit), as the case may act be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent Agent, BTCo or the Letter of Credit Issuer in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Borrower hereby waives the right to dispute the Agent's, BTCo's or the Letter of Credit Issuer's record of the terms of such telephonic notice shall be conclusive absent manifest errornotice.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans, it shall give notice to the Administrative Agent at its Notice Office, , in the case of any Borrowing under the General Revolving Facility of (A) BORROWINGS OF EURODOLLAR LOANS: Eurodollar Loans to be made hereunder, prior to 11:00 A.M. 12:00 noon (local time at its Notice Office), at least three Business Days' prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent); or (B) of each Borrowing of Eurodollar Prime Rate Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. 12:00 noon (local time at its Notice Office) on the proposed date thereof ), at least same Business Day's prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder). Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the Facility under which the Borrowing is to be incurred; the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) the date of the Borrowing (which shall be a Business Day); (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. If the Borrower fails to specify in a Notice of Borrowing the Interest Period for any Eurodollar Loans, such Interest Period shall be deemed to be one month. The Administrative Agent shall promptly give each Lender which has a Commitment under any applicable Facility written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing under the applicable Facility, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, the Administrative Agent’s Office (Ai) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. a.m. (local time at its Notice Office), New York City time) at least three two Business Days' ’ prior written notice (or telephonic notice (promptly confirmed in writing) in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each a Borrowing of Eurodollar Initial Term Loans to be made hereunder, or on the Closing Date if such Initial Term Loans are to be LIBOR Loans and (Bii) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. a.m. (local time at its Notice OfficeNew York City time) on the proposed date thereof written notice (or telephonic notice (promptly confirmed in writing) in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each a Borrowing of Prime Rate Initial Term Loans made on the Closing Date if such Initial Term Loans are to be made hereunderABR Loans. Each such Such notice (each such notice, a "NOTICE OF BORROWING"“Notice of Borrowing”) shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowing; made, (iiiii) the date of the Borrowing (which shall be a Business Day); (iiithe Closing Date) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) whether the Term Loans shall consist of ABR Loans and/or LIBOR Loans and, if the requested Borrowing consists of Eurodollar Term Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each the proposed BorrowingBorrowing of Term Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: the Administrative Agent’s Office prior to 11:00 A.M. 12:00 p.m. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice New York City time) (i) in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each a Borrowing of Eurodollar Term A Loans that are to be ABR Loans, at least one Business Day’s prior written Notice of Borrowing and (ii) in the case of a Borrowing of Term A Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing Second Restatement Effective Date if so requested by the Administrative Agent) of each Borrowing of Prime Rate such Term A Loans are to be made hereunderTerm SOFR Loans, at least two U.S. Government Securities Business Days’ prior written Notice of Borrowing. Each such notice Such Notice of Borrowing shall specify (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (iA) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowing; made, (iiB) the date of the Borrowing (which shall be the Second Restatement Effective Date) and (C) whether the Term A Loans shall consist of ABR Loans and/or Term SOFR Loans and, if the Term A Loans are to include Term SOFR Loans, the Interest Period to be initially applicable thereto. A Notice of Borrowing may be in such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by an Authorized Officer of the Borrower. A Notice of Borrowing may be given by (x) telephone or (y) a written Notice of Borrowing (provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Borrowing). If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Borrowing of Term SOFR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3(a) (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing. (b) Whenever the Borrower desires to incur Revolving Credit Loans (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office, (i) prior to 12:00 noon (New York City Time) at least two U.S. Government Securities Business Days’ prior written notice of each Borrowing of Term SOFR Loans that are Revolving Credit Loans and (ii) prior to 10:00 a.m. (New York City time) on the day of such Borrowing prior written notice of each Borrowing of Revolving Credit Loans that are ABR Loans. Such Notice may be given by telephone; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.15, shall specify (x) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (y) the date of Borrowing (which shall be a Business Day); ) and (iiiz) whether the respective Borrowing shall consist of Prime Rate ABR Loans or Eurodollar Loans; and (iv) Term SOFR Loans that are Revolving Credit Loans and, if the requested Borrowing consists of Eurodollar Term SOFR Loans that are Revolving Credit Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Revolving Credit Loans, of such Lender's proportionate share thereof Xxxxxx’s Revolving Credit Commitment Percentage thereof, of the identity of the Borrower, and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Parent Borrower desires to incur Term Loans, it shall give the Administrative Agent at its Notice Office, , (Ax) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or or (By) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 10:00 A.M. (local time at its Notice OfficeNew York time) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) day of each Borrowing of Prime Base Rate Loans to be made hereunderLoans, prior written notice (or telephonic notice promptly confirmed in writing). Each such notice (each such a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable, and, in the case of a written notice and a confirmation of telephonic notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1A hereto, and in any event shall be irrevocable and shall specify: appropriately completed to specify (i) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); ) and (iii) whether the Borrowing respective Borrowings shall consist of Prime Base Rate Loans or Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Parent Borrower to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Parent Borrower. In each such case, case the Administrative Agent's record of the terms of any such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans------------------- Revolving Loans (excluding Borrowings of Revolving Loans pursuant to a Mandatory Borrowing), it the Borrower shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 A.M. 1:00 P.M. (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time hereunder and shall give the Agent at its Notice OfficeOffice not later than 12:00 Noon (New York time) on the proposed date thereof day a Borrowing of Base Rate Loans is to be made, written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each such Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such noticeeach, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed shall, except as provided in writing)Section 1.10, be substantially irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit B-1A-1, and in any event shall be irrevocable and shall specify: appropriately completed to specify (i) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); ) and (iii) whether the respective Borrowing shall consist of Prime Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such LenderBank's proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (bi) Whenever the Borrower desires to make a Borrowing of Swingline Loans hereunder, it shall give BTCo not later than 2:00 P.M. (New York time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (x) the date of such Borrowing (which shall be a Business Day) and (y) the aggregate principal amount of the Swingline Loan to be made pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 1.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent or BTCo (in the case of a Borrowing of Swingline Loans) or the respective Letter of Credit Issuer (in the case of Letters of Credit), as the case may act be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent Agent, BTCo, or such Letter of Credit Issuer, as the case may be, in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Borrower hereby waives the right to dispute the Agent's, BTCo's or such Letter of Credit Issuer's record of the terms of such telephonic notice shall be conclusive absent manifest errornotice.

Notice of Borrowing. (a) Whenever the Borrower desires Co-Borrowers desire to incur LoansLoans hereunder, it they shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), Office at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) the date of the Borrowing (which shall be a one Business Day); (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender 's prior written notice (or telephonic notice promptly confirmed in writing) of each Loan, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each a "Notice of Borrowing"), shall be in the form of Exhibit B, shall be irrevocable and shall be given by the Co-Borrowers, appropriately completed to specify (i) the date of such incurrence (which shall be a Business Day), and (ii) the aggregate principal amount of the Loans to be made. The Administrative Agent shall promptly (and in any event within one Business Day after its receipt of a Notice of Borrowing) give each Lender notice of such proposed Borrowingincurrence, of such Lender's proportionate share Pro Rata Share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower Co-Borrowers to confirm in writing any telephonic notice permitted to be given hereunderof any incurrence of Loans, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent in good faith to be from an Authorized Officer of the each Co-Borrower entitled prior to give telephonic notices under this Agreement on behalf receipt of the Borrowerwritten confirmation. In each such case, the Co-Borrowers hereby waive the right to dispute the Administrative Agent's record of the terms of such telephonic notice shall be conclusive notice, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loansmake a Borrowing of any Loan hereunder, it shall give the Administrative Agent at its office located at One Bankers Trust Plaza, 130 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xx such other address as the Agent may hereafter designate in writing to the parties hereto) (the "Notice Office, Address") at least one Business Day's prior written notice (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Officeor telephonic notice promptly confirmed in writing), given not later than 12:00 P.M. (New York City time) of each Base Rate Loan, and at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) writing), given not later than 12:00 P.M. (New York City time), of each Borrowing of Eurodollar Loans Loan to be made hereunder; provided, or (B) BORROWINGS OF PRIME RATE LOANS: however, that a Notice of Borrowing with respect to Borrowings to be made on the date hereof may, at the discretion of Agent, be delivered later than the time specified above. Whenever Borrower desires that Swing Line Lender make a Swing Line Loan under Section 2.1(c), it shall deliver to Swing Line Lender prior to 11:00 A.M. 12:00 P.M. (local time at its Notice OfficeNew York City time) on the proposed date thereof of Borrowing written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunderwriting). Each such notice (each such notice, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), which shall be substantially in the form of Exhibit B-12.5 hereto, and in any event shall be irrevocable irrevocable, shall be deemed a representation by Borrower that all conditions precedent to such Borrowing have been satisfied and shall specify: specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; , (ii) the date of the Borrowing (which shall be a Business Day); ) and (iii) whether the Loans being made pursuant to such Borrowing shall consist of Prime are to be Base Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Loans and, with respect to Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall as promptly as practicable give each Lender written notice (or telephonic notice (promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share Revolver Pro Rata Share or Term Pro Rata Share, as applicable, thereof and of the other matters covered by the Notice of Borrowing relating thereto. (b) Borrowing. Without in any way limiting the Borrower's obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereundernotice, Agent or the Administrative Swing Line Lender (in the case of Swing Line Loans) or the respective Facing Agent (in the case of Letters of Credit) may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized a Responsible Officer of the Borrower entitled prior to give telephonic notices under this Agreement on behalf receipt of the Borrowerwritten confirmation. In each such case, the Administrative Agent's record records shall, absent manifest error, be final, conclusive and binding on Borrower with respect to evidence of the terms of such telephonic notice shall be conclusive absent manifest errorNotice of Borrowing.

Notice of Borrowing. (ai) Whenever When the Borrower desires to incur Loansborrow Revolving Loans pursuant to this Section 2.1, it shall give provide irrevocable notice to the Administrative Agent at its Agent, which may be given by (x) telephone or (y) a Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in 2.1(c) or such other form as may be approved by the Agent (including any event form on an electronic platform or electronic transmission system as shall be irrevocable approved by the Agent), duly completed and executed by a Responsible Officer (a “Notice of Borrowing”); provided that any telephonic notice to the Agent must be confirmed promptly by delivery to the Agent of a Notice of Borrowing. Each such Notice of Borrowing (or telephonic notice) must be received by (A) no later than 10:00 a.m. on the proposed Funding Date, in the case of a Borrowing of Base Rate Loans, (B) no later than 10:00 a.m. at least three (3) Term SOFR Business Days before the proposed Funding Date, in the case of a Borrowing of Term SOFR Loans or (C) no later than 10:00 a.m. at least three (3) CDOR Business Days before the proposed Funding Date, in the case of a Borrowing of CDOR Rate Loans. A Notice of Borrowing received after 10:00 a.m. shall specify: (i) be deemed received on the aggregate principal amount of the Loans to be made pursuant to such Borrowing; next Business Day, Term SOFR Business Day or CDOR Business Day, as applicable. (ii) No Lender Party shall incur any liability to the date Borrower or the other Lender Parties in acting upon any telephonic notice that such Lender Party believes to have been given by a Responsible Officer or for otherwise acting in good faith under this Section 2.1 and in making any Loan in accordance with this Agreement pursuant to any telephonic notice and, upon funding of Revolving Loans by any Lender in accordance with this Agreement pursuant to any such telephonic notice, the Borrowing (which Borrower shall be a Business Day); have effected Revolving Loans hereunder. (iii) whether The Borrower shall notify the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the names of its officers and employees authorized to request and take other matters covered by the Notice actions with respect to Loans and Letters of Borrowing relating thereto. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement Credit on behalf of the BorrowerBorrower (each a “Responsible Officer”) by providing the Agent with a Notice of Responsible Officers substantially in the form of Exhibit 2.1(c)(iii) duly completed and executed by a Senior Officer (a “Notice of Responsible Officers”) or by designating such Responsible Officers in or pursuant to an agreement between the Borrower and the Agent. In each The Agent shall be entitled to rely conclusively on a Responsible Officer’s authority to request and take other actions with respect to Loans and Letters of Credit on behalf of the Borrower until the Agent receives a new Notice of Responsible Officers that no longer designates such casePerson as a Responsible Officer. (iv) Any Notice of Borrowing (or telephonic notice) delivered pursuant to this Section 2.1 shall be irrevocable and, subject to Section 2.12(a), the Administrative Agent's record Borrower shall be bound to make a Borrowing in accordance therewith. (v) The Agent shall promptly notify each Lender of the contents of any Notice of Borrowing (or telephonic notice) received by it, and such Lender’s pro rata portion of the Borrowing requested. Prior to 11:00 a.m. on the date specified in such notice as the Funding Date, each Lender, subject to the terms and conditions hereof, shall make its pro rata portion of such telephonic notice shall be conclusive absent manifest errorthe Borrowing available, in the applicable currency and in Same Day Funds, to the Agent at the Agent’s Account.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansLoans under any Facility (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 A.M. (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or and at least one Business Day's prior written notice (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Base Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, 1.03 hereto and in any event shall be irrevocable and shall specify: specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; , (iiiii) the date of the Borrowing (which shall be a Business Day); ) and (iiiiv) whether the respective Borrowing shall consist of Prime Base Rate Loans or (to the extent permitted) Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (bi) Without in any way limiting the obligation of Whenever the Borrower desires to confirm in writing any make a Borrowing of Swingline Loans hereunder, it shall give Fleet Bank, prior to 1:00 P.M. (New York time) on the day such Swingline Loan is to be made, written notice (or telephonic notice permitted promptly confirmed in writing) of each Swingline Loan to be given made hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of . Each such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errorirrevocable and shall specify in each case (A) the date of such Borrowing (which shall be a Business Day) and (B) the aggregate principal amount of the Swingline Loan to be made pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(f), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section.

Notice of Borrowing. (a) Whenever Each Borrowing, each conversion of Loans from one Type to the Borrower desires other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office)Agent, at least three Business Days' prior written or telephonic notice (which may be given by telephone; provided that, in the case of any Borrowing, telephonic notice, promptly confirmed in writing notice may be given only if so requested by the Administrative Agent) Applicable Percentage of each Lender with respect to such Borrowing of Eurodollar Loans to will be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunderUnadjusted Applicable Percentage. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested must be received by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: not later than 11:00 a.m. (i) four (4) Business Days prior to the aggregate requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (ii) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Loans having an Interest Period other than one (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., four (4) 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. Each telephonic notice by the Borrower pursuant to this Section 2.02 (a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a principal amount of the $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c), each Borrowing of or conversion to Base Rate Loans to shall be made pursuant to such Borrowing; in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (iiwhether telephonic or written) shall specify (A) the Facility and 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, under such Facility, (B) the requested date of the Borrowing Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); , (iiiC) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, (E) if applicable, the duration of the Interest Period with respect thereto, (F) the Borrowing Base applicable to the requested Borrowing, (G) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if Lenders will be required to fund the requested Borrowing consists of Eurodollar Loans, based on the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (respective Unadjusted Applicable Percentage or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.Adjusted

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, the Administrative Agent’s Office (Ai) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. 1:00 p.m. (local time at its Notice Office), New York City time) at least three Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans (unless otherwise set forth in the applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially Eurodollar Loans and (ii) written notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of such Term Loans are to be ABR Loans; provided that any notice of a Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed Closing Date or any Incremental Facility Closing Date may be given not later than 1:00 p.m. (New York City time) (or such later date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by as the Administrative Agent may reasonably agree) one Business Day prior to the date of the proposed Borrowing, which notice may be confirmed in writingsubject to the effectiveness of the Credit Agreement. Such notice (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a “Notice of Borrowing”) shall be in substantially in the form of Exhibit B-1, and in any event shall be irrevocable D and shall specify: specify (i) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made pursuant to such Borrowing; made, (ii) the date of the Borrowing (which shall be a Business Day); be, (x) in the case of the Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the definition of Initial Term Loan Commitments, the Closing Date, and, (y) in the case of the Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, the First Incremental Agreement Effective Date and (z) in the case of the Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Loans and/or Eurodollar Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include Eurodollar Loans, the Interest Period to be initially applicable thereto; provided that the Notice of Borrowing for a Borrowing of Term Loans shall be revocable so long as the Borrower agrees to comply with the applicable provisions of Section 2.11 upon any such revocation. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Initial Term Loans or Incremental Term Loans, as the case may be, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Whenever the Borrower desires to Incur Revolving Credit Loans hereunder (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings under Letters of Credit), it shall give the Administrative Agent at the Administrative Agent’s Office, (i) prior to 1:00 p.m. (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Revolving Credit Loans that are to be initially Eurodollar Loans and (ii) prior to 1:00 p.m. (New York City time) on the date of such Borrowing prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Revolving Credit Loans that are to be ABR Loans; provided that any Notice of Borrowing of Eurodollar Loans to be made on the Closing Date or on any Incremental Facility Closing Date may be given not later than 1:00 p.m. (New York City time) (or such later date as the Administrative Agent may reasonably agree) one Business Day prior to the date of the proposed Borrowing, which notice may be subject to the effectiveness of the Credit Agreement. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day) and (iii) whether the respective Borrowing shall consist of Prime Rate ABR Loans or and/or Eurodollar Loans; and (iv) , and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Revolving Credit Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (bc) Without in any way limiting the obligation of Whenever the Borrower desires to confirm in writing any telephonic notice permitted to be given Incur Swingline Loans hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in good faith writing) of each Borrowing of Swingline Loans prior to 3:00 p.m. (New York City time) or such later time as agreed by the Swingline Lender on the date of such Borrowing. Each such notice shall specify (i) the aggregate principal amount of the Swingline Loans to be from an Authorized Officer made pursuant to such Borrowing and (ii) the date of Borrowing (which shall be a Business Day). The Administrative Agent shall promptly give the Swingline Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Swingline Loans and of the Borrower entitled to give telephonic notices under this Agreement on behalf other matters covered by the related Notice of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice Borrowing. (d) Mandatory Borrowings shall be conclusive absent manifest errormade upon the notice specified in Section 2.1(d)(iv) or Section 2.1(d)(v), respectively, with the Borrower irrevocably agreeing, by its Incurrence of any applicable Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loansmake a Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it an Authorized Representative of the Borrower shall give the Administrative Agent at its Notice Office, Office at least one Business Day's prior written (Aor telephonic notice promptly confirmed in writing) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), notice of each Base Rate Loan and at least three Business Days' prior written (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) notice of each Borrowing of Eurodollar Loans Loan to be made hereunder, or provided that any such notice shall be deemed to have been given on a certain day only if given before (Bx) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. 12:00 Noon (local time at its Notice Office) on the proposed date thereof written or telephonic notice (New York time), in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each a Borrowing of Prime Base Rate Loans to be made hereunderand (y) 2:00 P.M. (New York time), in the case of a Borrowing of Eurodollar Loans, in each case on such day. Each such written notice or written confirmation of telephonic notice (each such noticeeach, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), except as otherwise expressly provided in Section 1.10, shall be substantially irrevocable and shall be given by or on behalf of the Borrower in the form of Exhibit B-1A-1, and in any event shall be irrevocable and shall appropriately completed to specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); , (iii) whether the respective Borrowing shall consist of Prime Rate B Term Loans or Eurodollar Loans; Revolving Loans and (iv) whether the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if the requested Borrowing consists of Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written which is required to make Loans of the Tranche specified in the respective Notice of Borrowing notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's proportionate share thereof (determined in accordance with Section 1.07) and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (bi) Whenever the Borrower desires to make a Borrowing of Swingline Loans hereunder, an Authorized Representative of the Borrower shall give the Swingline Lender not later than 3:00 P.M. (New York time) on the date that a Swingline Loan is to be made, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and specify (A) the date of Borrowing (which shall be a Business Day) and (B) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(d) with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 1.01(d). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderof any Borrowing, the Administrative Agent or the Swingline Lender, as the case may be, may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer Representative of the Borrower entitled prior to give telephonic notices under this Agreement on behalf receipt of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errorwritten confirmation.

Notice of Borrowing. (a) Whenever the any Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each make a Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior such Borrower shall provide to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) the date of the Borrowing (which shall be a Business Day); (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) in the form annexed hereto as Exhibit "B" (each such notice, a "Notice of each proposed Borrowing, "); (i) in the case of a Borrowing to be comprised of Prime Rate Loans not later than 11:00 a.m. on the date on which the proceeds of such Lender's proportionate share thereof Borrowing are to be made available to such Borrower, (ii) in the case of a Borrowing to be comprised of CD Rate Loans, not later than 11:00 a.m. (New York time) two Business Days prior to the date on which the proceeds of such Borrowing are to be made available to such Borrower; and (iii) in the case of a Borrowing to be comprised of LIBOR Rate Loans, not later than 11:00 a.m. (New York time) three Business Days prior to the other matters covered by date upon which the proceeds of such Borrowing are to be made available to such Borrower. Each Notice of Borrowing relating theretoshall be irrevocable. Any Borrower may submit one or more Notices of Borrowing on any Business Day. The Banks acknowledge that the Operating Partnership shall have the first priority with respect to Borrowings under this Agreement, and, in this regard, Borrowers will arrange their Borrowings so that the Operating Partnership will not be precluded from obtaining Loans hereunder. (b) Without in any way limiting the Borrower's obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderand only in respect of the events set forth herein in which telephonic notice is specifically permitted, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer any Borrower prior to receipt of written confirmation, except to the extent of the Borrower entitled Agent's gross negligence or willful misconduct. (c) The Agent shall promptly give each Bank written or telephonic notice (promptly confirmed in writing) of each proposed Borrowing, of the amount thereof which such Bank is required to give telephonic notices under loan pursuant to this Agreement on behalf (which amount shall be equal to the amount of each Borrowing multiplied by such Bank's Participation Percentage) and of the Borrower. In each such case, other matters covered by the Administrative Agent's record Notice of the terms of such telephonic notice shall be conclusive absent manifest errorBorrowing.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loansa Loan, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: Agent, prior to 11:00 A.M. 12:00 noon (local time at its Notice OfficeCleveland time), at least three Business two (2) Cleveland Banking Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Loan to be subject to the LIBOR Rate Option and at least one (1) Cleveland Banking Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans Loan to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior subject to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunderOption. Each such notice (each such noticeeach, a "NOTICE OF BORROWING"Notice of Borrowing" a form of which is attached hereto as Exhibit F) shall be appropriately completed to specify (if requested by i) the Administrative Agent type of Loan(s) to be confirmed in writing)made, be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (iii) the aggregate principal amount of each type of Loan to be made, which, in the case of Revolving Loans shall be an amount equal to an integral multiple of $500,000, (iii) the date such Loan(s) is to be made pursuant to such Borrowing; (ii) the date of the Borrowing (which shall be a Business Cleveland Banking Day); (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; , and (iv) if whether the requested Borrowing consists of Eurodollar LoansLoan(s) shall be subject to the Prime Rate Option or the Libor Rate Option and, in the latter case, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingLoan, of such LenderBank's proportionate Pro rata share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act may, prior to receipt of written confirmation confirmation, act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent in good faith to be from an Authorized Fiscal Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Borrower hereby waives the right to dispute the Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errornotice.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, the Administrative Agent’s Office (Ai) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. 1:00 p.m. (local time at its Notice Office), New York City time) at least three Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each the Borrowing of Eurodollar Initial Term Loans or any Borrowing of Incremental Term Loans (unless otherwise set forth in the applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be made hereunderinitially LIBOR Loans, or and (Bii) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. 12:00 noon (local time at its Notice OfficeNew York City time) on the proposed date thereof of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans (unless otherwise set forth in the applicable Incremental Agreement), written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), as the case may be, if all or any of such Term Loans are to be ABR Loans. Such notice (a “Notice of Borrowing”) shall be in substantially in the form of Exhibit B-1, and in any event shall be irrevocable E and shall specify: specify (i) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made pursuant to such Borrowing; made, (ii) the date of the Borrowing (which shall be a Business Day); be, (x) in the case of the Initial Term Loans, the Closing Date, and, (y) in the case of the Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iii) whether the Borrowing Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of Prime Rate ABR Loans and/or LIBOR Loans and, if the Initial Term Loans or Eurodollar Incremental Term Loans; and (iv) if , as the requested Borrowing consists of Eurodollar case may be, are to include LIBOR Loans, the Interest Period to be initially applicable thereto; provided that the Notice of Borrowing for a Borrowing of Term Loans shall be revocable so long as the Borrower agrees to comply with the applicable provisions of Section 2.11 upon any such revocation. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Initial Term Loans or Incremental Term Loans, as the case may be, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower Company desires to incur LoansRevolving Loans hereunder, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 A.M. 12:00 Noon (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or and at least one Business Day's prior written notice (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Base Rate Loans to be made incurred hereunder. Each such notice (each such a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1A, and in any event shall be irrevocable and shall specify: appropriately completed to specify (i) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); ) and (iii) whether the respective Borrowing shall consist of Prime Base Rate Loans or Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such LenderBank's proportionate share thereof thereof, and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower Company to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent Agent, in good faith to be from the chairman, a vice chairman, the president, a vice president, a treasurer, an Authorized Officer assistant treasurer or the director of treasury operations of the Borrower entitled to give telephonic notices under this Agreement on behalf of the BorrowerCompany. In each such case, the Company hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errornotice.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, , (Ax) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. 12:00 Noon (local time at its Notice OfficeNew York time), at least three Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing proposed incurrence of Eurodollar Loans to be made hereunder, or and (By) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. 12:00 Noon (local time at its Notice OfficeNew York time) on the proposed date thereof thereof, written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing proposed incurrence of Prime Base Rate Loans to be made hereunderLoans. Each such notice (each such noticeeach, a "NOTICE OF BORROWING"“Notice of Borrowing”) shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, A and in any event shall be irrevocable and shall specify: specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; incurrence, (ii) the date of the Borrowing incurrence (which shall be a Business Day); ) and (iii) whether the respective Borrowing shall consist of Prime Base Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, incurrence of Loans of such Lender's ’s proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower Borrowers to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act and any Letter of Credit Issuer, prior to receipt of written confirmation may act without liability upon the basis of and consistent with such telephonic notice notice, believed by the Administrative Agent or such Letter of Credit Issuer, as the case may be, in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the BorrowerOfficer. In each such case, the Borrowers hereby waive the right to dispute the Administrative Agent's ’s or such Letter of Credit Issuer’s record of the terms of such telephonic notice shall notice, unless such record reflects gross negligence or willful misconduct on the part of the Administrative Agent or such Letter of Credit Issuer, as the case may be conclusive absent manifest error(as determined by a court of competent jurisdiction in a final and nonappealable decision).

Notice of Borrowing. (a) Whenever the Borrower desires Co-Borrowers desire to incur Loans, it the Treasury Manager (acting on behalf of all Co-Borrowers) shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANSBorrowings under the General Revolving Facility of Eurodollar Loans: in the case of any Borrowing under the General Revolving Facility of Eurodollar Loans to be made hereunder, prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent), (B) Borrowings under any Facility of each Prime Rate Loans: in the case of any Borrowing under any Facility of Eurodollar Prime Rate Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent), or (C) Borrowings under the Swing Line Revolving Facility of each Money Market Rate Loans: in the case of any Borrowing under the Swing Line Revolving Facility of Prime Money Market Rate Loans to be made hereunder, if the Administrative Agent shall have furnished the Borrower with a Quoted Rate therefor, prior to 1:00 P.M. (local time at its Notice Office) on the proposed date thereof (which shall be within such period as the Administrative Agent shall have specified for such Quoted Rate) written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent). Each such notice (each such notice, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the Facility under which the Borrowing is to be incurred; (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (iiiii) the date of the Borrowing (which shall be a Business Day); (iiiiv) whether the Borrowing shall consist of Prime Rate Loans, Eurodollar Loans or Eurodollar Money Market Rate Loans; (v) if the Borrowing consists of Swing Line Revolving Loans, the maturity date thereof (which shall not be more than 30 days), and if such Swing Line Revolving Loans are Money Market Rate Loans, the Quoted Rate therefor; and (ivvi) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. If the Borrower fails to specify in a Notice of Borrowing the maturity date of any Swing Line Revolving Loans, such maturity date shall be deemed to be 30 days. The Administrative Agent shall promptly promptly, and in any event on the same day it receives any Notice of Borrowing, give each Lender which has a Commitment under any applicable Facility written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing under the applicable Facility, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever Each borrowing under Section 2.02 shall be made on notice given by a Responsible Officer of either of the Borrower desires Borrowers to incur Loans, it shall give the Administrative Agent at its Notice Office, no later than 11:00 a.m. (ANew York City time) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice (on the requested Funding Date in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agenta Prime Rate Loan and no later than three (3) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: Business Days prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (requested Funding Date in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) a Eurodollar Rate Loan. The written Notice of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) the date of the Borrowing requested Funding Date (which shall be a Business Day); , (ii) the amount of the proposed borrowing, (iii) whether the Borrowing proposed borrowing shall consist of be a Prime Rate Loans Loan or Eurodollar Loans; Rate Loan and (iv) if in the requested Borrowing consists of event the Borrower has elected that such proposed borrowing shall be a Eurodollar LoansRate Loan, the Interest Period elected by the Borrower with respect to such proposed borrowing. Failure by the Borrower to make such election described in clause (iii) shall be initially applicable theretodeemed and shall constitute the Borrower's election that such proposed borrowing shall be a Prime Rate Loan; and failure by the Borrower to make such election described in clause (iv) shall be deemed and shall constitute Borrower's election that the Interest Period with respect to the proposed borrowing shall be a one (1) month period. The Administrative In lieu of delivering the above-described written Notice of Borrowing, Borrower may give the Agent shall promptly give each Lender written notice (or telephonic notice promptly of any requested borrowing by the time required under this Section 2.03(a); provided, that such notice shall be confirmed in writingwriting by delivery to the Agent (x) immediately (i) of each proposed Borrowing, a telecopy of such Lender's proportionate share thereof and of the other matters covered by the a written Notice of Borrowing relating theretowhich has been signed by a Responsible Officer of the Borrower or (ii) of a telex containing all information required to be contained in a written Notice of Borrowing and (y) promptly (and in no event later than three (3) Business Days after the Funding Date in respect of the applicable Revolving Credit Loans) of a written Notice of Borrowing containing the original signature of an authorized officer of the Borrowers. (b) Without The Borrowers shall, through a Responsible Officer of any Borrower, notify the Agent in any way limiting the obligation writing of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer names of the Borrower entitled officers authorized to give telephonic notices under this Agreement request Revolving Credit Loans on behalf of the Borrowers and shall provide the Agent with a specimen signature of each such officer. The Agent shall be entitled to rely conclusively on such officers' authority to request Revolving Credit Loans on behalf of the Borrowers, the proceeds of which are requested to be transferred to an account of the Borrowers, until the Agent receives written notice to the contrary. The Agent shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing or other writing delivered pursuant to Section 2.03(a) above and, with respect to an oral request for Revolving Credit Loans, the Agent shall have no duty to verify the identity of any individual representing himself as one of the officers authorized to make such request on behalf of Borrower. (c) Neither the Agent nor any of the Lenders shall incur any liability to either Borrower as a result of acting upon any telephonic notice referred to in this Section 2.03 which notice the Agent believes to have been given by a duly authorized officer or other individual authorized to request Revolving Credit Loans on behalf of Borrower under this Section 2.03 and, upon the funding of Revolving Credit Loans by the Lenders in accordance with this Agreement, pursuant to any such telephonic notice, the Borrowers shall be deemed to have made a borrowing of Revolving Credit Loans hereunder. (d) Any Notice of Borrowing given pursuant to this Section 2.03 shall be irrevocable. (e) In the case of each Prime Rate Loan requested in a Notice of Borrowing, the Agent shall promptly provide each of the Lenders with written or telephonic notice of the Notice of Borrowing and of each Lender's portion of the requested borrowing. In the case of each such caseEurodollar Rate Loan requested in a Notice of Borrowing, or continued pursuant to Section 2.05, and in the case of each Prime Rate Loan converted to a Eurodollar Rate Loan pursuant to Section 2.05, the Administrative Agent's record Agent shall provide each of the terms of such Lenders with written or telephonic notice shall be conclusive absent manifest errorof (i) the Notice of Borrowing, continuation, or conversion at least two (2) days prior to the Funding Date for each Eurodollar Rate Loan and (ii) the Adjusted Eurodollar Rate determined by Agent with respect thereto promptly after Agent makes such determination.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansRevolving Loans hereunder, it shall give the Administrative Agent at its Notice Office, , (Ax) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. 12:00 Noon (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing proposed incurrence of Eurodollar Loans to be made hereunder, or and (By) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice OfficeNew York time) on the proposed date thereof thereof, written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing proposed incurrence of Prime Base Rate Loans (other than Revolving Loans made pursuant to be made hereunderSection 3.05(a)(ii)). Each such notice (each such noticeeach, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable A and shall specify: specify (i) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing; incurrence, (ii) the date of the Borrowing incurrence (which shall be a Business Day); ) and (iii) whether the respective Borrowing shall consist of Prime Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Loans; Loans and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, incurrence of Revolving Loans and of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (b) The Borrower irrevocably agrees, by accepting the issuance of any Letter of Credit, to the incurrence of Revolving Loans as set forth in Section 3.05(a)(ii). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act Agent, prior to receipt of written confirmation may act without liability upon the basis of and consistent with such telephonic notice notice, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errornotice, unless such record reflects gross negligence or willful misconduct on the part of the Administrative Agent.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loansa Loan, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: Agent, prior to 11:00 A.M. 12:00 noon (local time at its Notice OfficeCleveland time), at least three Business two Cleveland Banking Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Loan to be subject to the LIBOR Rate Option and at least one Cleveland Banking Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans Loan to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior subject to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunderOption. Each such notice (each such noticeeach, a "NOTICE OF BORROWING"Notice of Borrowing" a form of which is attached hereto as Exhibit F) shall be appropriately completed to specify (if requested by i) the Administrative Agent type of Loan(s) to be confirmed in writing)made, be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (iii) the aggregate principal amount of each type of Loan to be made, which, in the case of Revolving Loans shall be an amount equal to an integral multiple of $500,000, (iii) the date such Loan(s) is to be made pursuant to such Borrowing; (ii) the date of the Borrowing (which shall be a Business Cleveland Banking Day); (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; , and (iv) if whether the requested Borrowing consists of Eurodollar LoansLoan(s) shall be subject to the Prime Rate Option or the Libor Rate Option and, in the latter case, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingLoan, of such LenderBank's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act may, prior to receipt of written confirmation confirmation, act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent in good faith to be from an Authorized Fiscal Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Borrower hereby waives the right to dispute the Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errornotice.

Notice of Borrowing. (ai) Whenever When the Borrower desires to incur Loansborrow Revolving Loans pursuant to this Section 2.1, it shall give provide irrevocable notice to the Administrative Agent at its Agent, which may be given by (x) telephone or (y) a Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in 2.1(c) or such other form as may be approved by the Agent (including any event form on an electronic platform or electronic transmission system as shall be irrevocable approved by the Agent), duly completed and shall specify: executed by a Responsible Officer (ia “Notice of Borrowing”); provided that any telephonic notice to the Agent must be confirmed promptly by delivery to the Agent of a Notice of Borrowing. Each such Notice of Borrowing (or telephonic notice) must be received by (A) no later than 10:00 a.m. on the aggregate principal amount proposed Funding Date, in the case of a Borrowing of Base Rate Loans, (B) no later than 10:00 a.m. at least three Euro‑Dollar Business Days before the proposed Funding Date, in the case of a Borrowing of Euro‑Dollar Rate Loans to be made pursuant to such Borrowing; or (C) no later than 10:00 a.m. at least three CDOR Business Days before the proposed Funding Date, in the case of a Borrowing of CDOR Rate Loans. (ii) No Lender Party shall incur any liability to the date Borrower or the other Lender Parties in acting upon any telephonic notice that such Lender Party believes to have been given by a Responsible Officer or for otherwise acting in good faith under this Section 2.1 and in making any Loan in accordance with this Agreement pursuant to any telephonic notice and, upon funding of Revolving Loans by any Lender in accordance with this Agreement pursuant to any such telephonic notice, the Borrowing (which Borrower shall be a Business Day); have effected Revolving Loans hereunder. (iii) whether The Borrower shall notify the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the names of its officers and employees authorized to request and take other matters covered by the Notice actions with respect to Loans and Letters of Borrowing relating thereto. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement Credit on behalf of the BorrowerBorrower (each a “Responsible Officer”) by providing the Agent with a Notice of Responsible Officers substantially in the form of Exhibit 2.1(c)(iii) duly completed and executed by a Senior Officer (a “Notice of Responsible Officers”) or by designating such Responsible Officers in or pursuant to an agreement between the Borrower and the Agent. In each The Agent shall be entitled to rely conclusively on a Responsible Officer’s authority to request and take other actions with respect to Loans and Letters of Credit on behalf of the Borrower until the Agent receives a new Notice of Responsible Officers that no longer designates such casePerson as a Responsible Officer. (iv) Any Notice of Borrowing (or telephonic notice) delivered pursuant to this Section 2.1 shall be irrevocable and, subject to Section 2.12(a), the Administrative Agent's record Borrower shall be bound to make a Borrowing in accordance therewith. (v) The Agent shall promptly notify each Tranche A Lender and/or each Tranche B Lender, as applicable, of the contents of any Notice of Borrowing (or telephonic notice) received by it, and such Lender’s pro rata portion of the Borrowing requested. Prior to 11:00 a.m. on the date specified in such notice as the Funding Date, each Tranche A Lender or Tranche B Lender, as applicable, subject to the terms and conditions hereof, shall make its pro rata portion of such telephonic notice shall be conclusive absent manifest errorthe Borrowing available, in the applicable currency and in Same Day Funds, to the Agent at the Agent’s Account.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansRevolving Credit Loans hereunder (other than Borrowings to repay Unpaid Drawings), it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice (in the case an office of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans Agent from time to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested notified by the Administrative Agent to be the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing)) prior to 12:00 Noon (New York time) at least three Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York time) on the proposed day of each Borrowing of ABR Loans. Each such Notice of Borrowing, be substantially except as otherwise expressly provided in the form of Exhibit B-1Section 2.10, and in any event shall be irrevocable and shall specify: specify (i) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing; , (ii) the date of the Borrowing (which shall be a Business Day); , (iii) whether the Borrowing shall consist of Prime Rate ABR Loans or Eurodollar LIBOR Loans; and , (iv) if the requested such Borrowing consists shall consist of Eurodollar LIBOR Loans, the Interest LIBOR Period to be initially applicable theretothereto and (v) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Revolving Credit Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, case the applicable Borrower hereby waives the right to dispute the Administrative Agent's ’s record of the terms of any such telephonic notice notice. (c) Borrowings to reimburse Unpaid Drawings shall be conclusive absent manifest errormade upon the notice specified in Section 3.4(c).

Notice of Borrowing. (a) Whenever the any Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANSBorrowings of Prime Rate Loans under the Revolving and Term Facilities: in the case of any Borrowing under a Term Facility or the Revolving Facility of Prime Rate Loans to be made hereunder, prior to 11:00 A.M. 12:00 noon (local time at its Notice Office), at least one Business Day's prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent); or (B) Borrowings of Eurocurrency Loans under the Revolving and Term Facilities Denominated in Dollars: in the case of any Borrowing under a Term Facility or the Revolving Facility of Eurocurrency Loans denominated in Dollars to be made hereunder, prior to 12:00 noon (local time at its Notice Office), at least three Business Days' prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent); or (C) Borrowings of each Eurocurrency Loans under the Revolving Facilities Denominated in an Alternative Currency: in the case of any Borrowing under the Revolving Facility of Eurodollar Eurocurrency Loans denominated in an Alternative Currency to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. 12:00 noon (local time at its Notice Office) on the proposed date thereof ), at least five Business Days' prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent); or (D) Borrowings under the Swing Line Facility: in the case of each any Borrowing under the Swing Line Facility of (1) a Prime Rate Loans Loan to be made hereunder, prior to 1:00 P.M. (local time at its Notice Office), at least same Business Day's prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent); or (2) a Money Market Rate Loan to be made hereunder, if the Administrative Agent shall have furnished the Borrower with a Quoted Rate therefor, prior to 1:00 P.M. (local time at its Notice Office), at least same Business Day's prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent), which proposed Borrowing shall be within such period as the Administrative Agent shall have specified for such Quoted Rate. Each such notice (each such notice, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the Facility under which the Borrowing is to be incurred, and if applicable, the Borrower incurring the Loan; (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (iiiii) the date of the Borrowing (which shall be a Business Day); (iiiiv) whether the Borrowing shall consist of Prime Rate Loans, Eurocurrency Loans or Eurodollar Loansa Money Market Rate Loan; and (ivv) if the Borrowing consists of a Swing Line Loan which is a Money Market Rate Loan, the Quoted Rate therefor; (vi) if the requested Borrowing consists of Eurodollar Eurocurrency Loans, the Interest Period to be initially applicable theretothereto ; and (vii) in the case of a requested Borrowing of Revolving Loans consisting of Loans which are Eurocurrency Loans whether the Loans are to be denominated in Dollars or Euros. The stated maturity date of any Swing Line Loan shall be the Business Day which immediately follows the date such Swing Line Loan is made, subject to any reborrowing thereof as provided in section 2.1(e). The Administrative Agent shall promptly give each Lender which has a Commitment under any applicable Facility written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing under the applicable Facility, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the any Borrower desires to incur Loans, it the Company (on behalf of any applicable Borrower) shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Eurocurrency Loans denominated in Dollars to be made hereunder, (B) prior to 11:00 A.M. (local time at its Notice Office), at least five Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Revolving Loans consisting of Eurocurrency Loans denominated in an Alternative Currency to be made hereunder, orand (BC) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the Facility under which the Borrowing is to be incurred, (ii) the name of the Borrower which is to incur such Borrowing, (iii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (iiiv) the date of the Borrowing (which shall be a Business Day); (iiiv) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Eurocurrency Loans; and (ivvi) if the requested Borrowing consists of Eurodollar Eurocurrency Loans, the Interest Period to be initially applicable thereto; and (vii) in the case of a requested Borrowing consisting of Revolving Loans which are Eurocurrency Loans, the currency, if other than Dollars, in which such Revolving Loans are requested. The Administrative Agent shall promptly give each Lender which has a commitment under any applicable Facility written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing under the applicable Facility, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto. Each Borrower other than the Company hereby authorizes the Company to give any Notice of Borrowing on its behalf. (b) In the case of a proposed Borrowing comprised of Revolving Loans which are Eurocurrency Loans denominated in an Alternative Currency, the obligation of each affected Lender to make its Eurocurrency Loan in the requested Alternative Currency as part of such Borrowing is subject to: (A) if such requested Alternative Currency is an Alternative Currency described in clause (i) of the definition of the term Alternative Currency, the confirmation by the Administrative Agent to the Company (on behalf of any applicable Borrower) not later than the fourth Business Day before the requested date of such Borrowing that such Alternative Currency is readily and freely transferable and convertible into Dollars, or (B) if such requested Alternative Currency is not an Alternative Currency described in clause (i) of the definition of the term Alternative Currency, the confirmation by such Lender to the Administrative Agent not later than the fourth Business Day before the requested date of such Borrowing that such Alternative Currency is acceptable to such Lender, which confirmation shall be notified immediately by the Administrative Agent to the Company (on behalf of any applicable Borrower). If the Administrative Agent shall not have provided the confirmation referred to in clause (A) above, or any affected Lender shall not have so provided to the Administrative Agent the confirmation referred to in clause (B) above, the Administrative Agent shall promptly notify the Company (on behalf of any applicable Borrower) and each affected Lender that a Lender has not provided any such confirmation referred to in such clause (B), whereupon the Company (on behalf of any applicable Borrower) may, by notice to the Administrative Agent not later than the third Business Day before the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If the Company (on behalf of any applicable Borrower) does so withdraw such Notice of Borrowing, the Borrowing requested in such Notice of Borrowing shall not occur and the Administrative Agent shall promptly so notify each affected Lender. If the Company (on behalf of any applicable Borrower) does not so withdraw such Notice of Borrowing, the Administrative Agent shall promptly so notify each affected Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing which requests a Borrowing of Revolving Loans comprised of Eurocurrency Loans denominated in Dollars and in an aggregate amount of Dollars equivalent, on the date the Administrative Agent so notifies each affected Lender, to the amount of the originally requested Borrowing in an Alternative Currency; and in such notice by the Administrative Agent to each affected Lender the Administrative Agent shall state such aggregate equivalent amount of such Borrowing in Dollars and such Lender's ratable portion of such Borrowing. Each Borrower other than the Company hereby authorizes the Company to give or receive on its behalf any notice referred to above. (c) Without in any way limiting the obligation of the Borrower Company (on behalf of any applicable Borrower) to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower Company entitled to give telephonic notices under this Agreement on behalf of the any applicable Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansRevolving Credit Loans hereunder, it shall give the Administrative Agent at its Notice Office, the locations set forth in Section 11.2, (Ai) BORROWINGS OF EURODOLLAR LOANS: written notice (or telephonic notice promptly confirmed in writing) prior to 11:00 A.M. 12:00 noon (local time at its Notice Office), New York time) at least three Business Days' Days prior written or telephonic notice (in to the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) proposed day of each Borrowing of Eurodollar LIBOR Loans to be made hereunder, or and (Bii) BORROWINGS OF PRIME RATE LOANS: written notice (or telephonic notice promptly confirmed in writing) prior to 11:00 A.M. 10:00 a.m. (local time at its Notice OfficeNew York time) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) day of each Borrowing of Prime Rate Loans to be made hereunderABR Loans. Each such notice (each such noticeNotice of Borrowing, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed except as otherwise expressly provided in writing)Section 2.10, be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: specify (i) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing; , (ii) the date of the Borrowing (which shall be a Business Day); , (iii) whether the Borrowing shall consist of Prime Rate ABR Loans or Eurodollar LIBOR Loans; and , (iv) if the requested such Borrowing consists shall consist of Eurodollar LIBOR Loans, the Interest Period to be initially applicable theretothereto and (v) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Revolving Credit Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, case the Borrower hereby waives the right to dispute the Administrative Agent's ’s record of the terms of any such telephonic notice shall be conclusive absent manifest errornotice.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office,: (A) BORROWINGS OF EURODOLLAR LOANSBorrowings of Prime Rate Loans under the General Revolving and Term Facilities: in the case of any Borrowing under the General Revolving Facility or the Term Table of Contents Facility of Prime Rate Loans to be made hereunder, prior to 11:00 A.M. 12:00 noon (local time at its Notice Office), at least one Business Day’s prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing); or (B) Borrowings of Eurodollar Loans under the General Revolving and Term Facilities: in the case of any Borrowing under the General Revolving Facility or the Term Facility of Eurodollar Loans to be made hereunder, prior to 12:00 noon (local time at its Notice Office), at least three Business Days' ’ prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing); or (C) Borrowings under the Swing Line Revolving Facility: in the case of any Borrowing under the Swing Line Revolving Facility of a Prime Rate Loan or a Eurodollar Market Index Rate Loan, prior to 1:00 P.M. (local time at its Notice Office), on the proposed date of Borrowing, written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder). Each such notice (each such notice, a "NOTICE OF BORROWING"“Notice of Borrowing”) shall (in the case of Swing Line Revolving Loans, if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the Facility under which the Borrowing is to be incurred; (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (iiiii) the date of the Borrowing (which shall be a Business Day); (iiiiv) whether the Borrowing shall consist of Prime Rate Loans, Eurodollar Loans or Eurodollar Market Index Rate Loans; and (ivv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. If the Borrower fails to specify in a Notice of Borrowing the Interest Period for any Eurodollar Loans, such Interest Period shall be deemed to be one month. The Administrative Agent shall promptly give each Lender that has a Commitment under any applicable Facility written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing under the applicable Facility, of such Lender's ’s proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the any Borrower desires to incur Loans, it the Company (on behalf of any applicable Borrower) shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: in the case of any Borrowing under the General Revolving Facility of Eurocurrency Loans denominated in Dollars to be made hereunder, prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent), (B) in the case of each any Borrowing under the General Revolving Facility of Eurodollar Eurocurrency Loans denominated in an Alternative Currency to be made hereunder, prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent), (C) in the case of any Borrowing under any Facility of Prime Rate Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent), or (D) in the case of each any Borrowing under the Swing Line Revolving Facility of Prime Money Market Rate Loans to be made hereunder, if the Administrative Agent shall have furnished the Company with a Quoted Rate therefor, prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof (which shall be within such period as the Administrative Agent shall have specified for such Quoted Rate) written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent). Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the Facility under which the Borrowing is to be incurred, (ii) the name of the Borrower which is to incur such Borrowing, (iii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (iiiv) the date of the Borrowing (which shall be a Business Day); (iiiv) whether the Borrowing shall consist of Prime Rate Loans, Eurocurrency Loans or Eurodollar Money Market Rate Loans; and (ivvi) if the requested Borrowing consists of Eurodollar Eurocurrency Loans, the Interest Period to be initially applicable thereto; (vii) in the case of a requested Borrowing consisting of Loans which are Eurocurrency Loans, the currency, if other than Dollars, in which such Loans are requested; and (viii) if the Borrowing consists of Swing Line Revolving Loans, the maturity date thereof (which shall not be more than one month), and if such Swing Line Revolving Loans are Money Market Rate Loans, the Quoted Rate therefor. If the Company fails to specify in a Notice of Borrowing the maturity date of any Swing Line Revolving Loans, such maturity date shall be deemed to be one month. The Administrative Agent shall promptly give each Lender which has a Commitment under any applicable Facility written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing under the applicable Facility, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto. Each Borrower other than the Company hereby authorizes the Company to give any Notice of Borrowing on its behalf. (b) In the case of a proposed Borrowing comprised of Loans which are Eurocurrency Loans denominated in an Alternative Currency, the obligation of each affected Lender to make its Eurocurrency Loan in the requested Alternative Currency as part of such Borrowing is subject to: (A) if such requested Alternative Currency is an Alternative Currency described in clause (i) of the definition of the term Alternative Currency, the confirmation by the Administrative Agent to the Company not later than the second Business Day before the requested date of such Borrowing that such Alternative Currency is readily and freely transferable and convertible into Dollars, or (B) if such requested Alternative Currency is not an Alternative Currency described in clause (i) of the definition of the term Alternative Currency, such requested Alternative Currency shall be acceptable to such Lender (which acceptability shall be presumed if such Lender fails to notify the Administrative Agent in writing not later than the second Business Day before the requested date of such Borrowing that such Alternative Currency is not acceptable to such Lender (any such notice of unacceptability of an Alternative Currency shall be notified immediately by the Administrative Agent to the Company. If the Administrative Agent shall not have provided the confirmation referred to in clause (A) above, or any affected Lender shall have so notified the Administrative Agent that a particular Alternative Currency is not acceptable to it as provided in clause (B) above, the Administrative Agent shall promptly notify the Company and each affected Lender thereof, whereupon the Company may, by notice to the Administrative Agent not later than the second Business Day before the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If the Company does so withdraw such Notice of Borrowing, the Borrowing requested in such Notice of Borrowing shall not occur and the Administrative Agent shall promptly so notify each affected Lender. If the Company does not so withdraw such Notice of Borrowing, the Administrative Agent shall promptly so notify each affected Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing which requests a Borrowing of Loans comprised of Eurocurrency Loans in an aggregate amount in Dollars equivalent, on the date the Administrative Agent so notifies each affected Lender, to the amount of the originally requested Borrowing in an Alternative Currency; and in such notice by the Administrative Agent to each affected Lender the Administrative Agent shall state such aggregate equivalent amount of such Borrowing in Dollars and such Lender's ratable portion of such Borrowing. (c) Whenever the Company proposes to submit a Notice of Borrowing with respect to Swing Line Revolving Loans which will be Money Market Rate Loans, it will prior to submitting such Notice of Borrowing notify the Administrative Agent of its intention and request the Administrative Agent to quote a fixed or floating interest rate (the "QUOTED RATE") to be applicable thereto prior to the proposed maturity thereof. The Administrative Agent will immediately so notify the Lenders with Commitments under the Swing Line Revolving Facility, and if all of such Lenders are agreeable to a particular interest rate for the proposed maturity of such Money Market Rate Loans if such Loans are made on or prior to a specified date, the Administrative Agent shall quote such interest rate to the Company as the Quoted Rate applicable to such proposed Money Market Rate Loans if made on or before such specified date for a maturity as so proposed by the Company. The Lenders with Commitments under the Swing Line Revolving Facility contemplate that any Quoted Rate will be a rate of interest which reflects a margin corresponding to (or greater than) the sum of (x) the Applicable Eurocurrency Margin in effect at the time of quotation of any Quoted Rate, plus (y) the Applicable Facility Fee Rate at such time, over the then prevailing Federal Funds Effective Rate, a commercial paper, call money, overnite repurchase or other commonly quoted interest rate, in each case as selected by such Lenders. Nothing herein shall be deemed to permit any Lender which does not have a Swing Line Revolving Commitment any right of approval with respect to a Quoted Rate. (d) Without in any way limiting the obligation of the Borrower Company (on behalf of any applicable Borrower) to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower Company entitled to give telephonic notices under this Agreement on behalf of the any applicable Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the any Borrower desires to incur Loansmake a Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it an Authorized Representative of such Borrower shall give the Administrative Agent at its Notice Office, Office at least one Business Day's prior written (Aor telephonic notice promptly confirmed in writing) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), notice of each Base Rate Loan and at least three Business Days' prior written (or telephonic notice promptly confirmed in writing) notice of each Euro Rate Loan to be made hereunder, PROVIDED that any such notice shall be deemed to have been given on a certain day only if given before (x) 2:00 P.M. (New York time) on such day (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative AgentDollar Revolving Loans) of each Borrowing of Eurodollar Loans to be made hereunder, or and (By) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. 1:00 P.M. (local time at its Notice OfficeLondon time) on the proposed date thereof written or telephonic notice such day (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunderSterling Revolving Loans). Each such written notice or written confirmation of telephonic notice (each such noticeeach, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), except as otherwise expressly provided in Section 1.10, shall be substantially irrevocable and shall be given by or on behalf of the respective Borrower in the form of Exhibit B-1A, and in any event shall be irrevocable and shall specify: (i) appropriately completed to specify the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing; Borrowing (ii) stated in the Applicable Currency), the date of the such Borrowing (which shall be a Business Day); (iii) , in the case of Dollar Revolving Loans, whether the Dollar Revolving Loans being made pursuant to such Borrowing shall consist of Prime are to be initially maintained as Base Rate Loans or Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Euro Rate Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written Bank notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (bi) Whenever any Borrower desires to make a Borrowing of Swingline Loans hereunder, an Authorized Representative of such Borrower shall give BTCo not later than (x) in the case of Dollar Swingline Loans, 3:00 P.M. (New York time) and (y) in the case of Sterling Swingline Loans, 12:00 noon (London time), on the date that a Swingline Loan is to be made, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and specify (A) the date of Borrowing (which shall be a Business Day) and (B) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing (stated in the Applicable Currency). (ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(c) or (d), as the case may be, with each Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 1.01(c) or (d), as applicable. (c) Without in any way limiting the obligation of the any Borrower to confirm in writing any telephonic notice permitted to be given hereunderof any Borrowing, the Administrative Agent or BTCo, as the case may be, may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing, believed by the Administrative Agent or BTCo, as the case may be, in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms Representative of such telephonic notice shall be conclusive absent manifest errorBorrower prior to receipt of written confirmation.

Notice of Borrowing. (a1) Whenever Each Borrowing shall be made upon Consumer's irrevocable written notice delivered to the Borrower desires Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to incur 11:00 a.m. (Chicago time) (i) three Business Days prior to the requested Funding Date, in the case of LIBOR Rate Loans and (ii) no later than 11:00 a.m. (Chicago time) on the requested Funding Date, in the case of Base Rate Loans, it shall give the Administrative Agent at its Notice Office,specifying: (A) BORROWINGS OF EURODOLLAR LOANS: prior which Borrower is to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice (in receive the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, orBorrowing; (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; ; (iiC) the date of the Borrowing (requested Funding Date, which shall be a Business Day); ; (iiiD) whether the Borrowing shall consist of Prime Revolving Loans requested are to be Base Rate Loans or Eurodollar LIBOR Rate Loans; and and (ivE) the duration of the Interest Period if the requested Borrowing consists of Eurodollar Loans, the Interest Period Revolving Loans are to be initially applicable theretoLIBOR Rate Loans. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by If the Notice of Borrowing relating theretofails to specify the duration of the Interest Period for any Borrowing comprised of LIBOR Rate Loans, such Interest Period shall be three months; provided, however, that with respect to the Borrowings to be made on the Closing Date, such Borrowings will consist of Base Rate Loans only. (b2) Without After giving effect to any Borrowing, there may not be more than three (3) different Interest Periods in effect. (3) With respect to any way limiting request for Base Rate Loans, in lieu of delivering the obligation above-described Notice of Borrowing Consumer may give the Borrower to confirm in writing any Agent telephonic notice permitted to be given hereunderof such request by the required time, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of with such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer confirmed in writing within 24 hours of the Borrower giving of such notice but Agent shall be entitled to give telephonic notices under this Agreement rely on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errorin making such Base Rate Loans.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, the Administrative Agent’s Office (Ai) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. 1:00 p.m. (local time at its Notice Office), New York City time) at least three Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans (unless otherwise set forth in the applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially Eurodollar Loans and (ii) written notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of such Term Loans are to be ABR Loans; provided that any notice of a Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed Closing Date or any Incremental Facility Closing Date may be given not later than 1:00 p.m. (New York City time) (or such later date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by as the Administrative Agent may reasonably agree) one Business Day prior to the date of the proposed Borrowing, which notice may be confirmed in writingsubject to the effectiveness of the Credit Agreement. Such notice (together with each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a “Notice of Borrowing”) shall be in substantially in the form of Exhibit B-1, and in any event shall be irrevocable D and shall specify: specify (i) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made pursuant to such Borrowing; made, (ii) the date of the Borrowing (which shall be a Business Day); be, (x) in the case of the Initial Term Loans, the Closing Date, and, (y) in the case of the Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Loans and/or Eurodollar Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include Eurodollar Loans, the Interest Period to be initially applicable thereto; provided that the Notice of Borrowing for a Borrowing of Term Loans shall be revocable so long as the Borrower agrees to comply with the applicable provisions of Section 2.11 upon any such revocation. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Initial Term Loans or Incremental Term Loans, as the case may be, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Whenever the Borrower desires to Incur Revolving Credit Loans hereunder (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings under Letters of Credit), it shall give the Administrative Agent at the Administrative Agent’s Office, (i) prior to 1:00 p.m. (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Revolving Credit Loans that are to be initially Eurodollar Loans and (ii) prior to 1:00 p.m. (New York City time) on the date of such Borrowing prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Revolving Credit Loans that are to be ABR Loans; provided that any Notice of Borrowing of Eurodollar Loans to be made on the Closing Date or on any Incremental Facility Closing Date may be given not later than 1:00 p.m. (New York City time) (or such later date as the Administrative Agent may reasonably agree) one Business Day prior to the date of the proposed Borrowing, which notice may be subject to the effectiveness of the Credit Agreement. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day) and (iii) whether the respective Borrowing shall consist of Prime Rate ABR Loans or and/or Eurodollar Loans; and (iv) , and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Revolving Credit Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever Each Borrowing, each conversion of Loans from one Type to the Borrower desires other, and each continuation of LIBOR Rate Loans shall be made upon the Borrower’s irrevocable notice to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to , which may be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested given by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereundertelephone. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested must be received by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: not later than 11:00 a.m. (i) three (3) Business Days prior to the aggregate requested date of any Borrowing of, conversion to or continuation of LIBOR Rate Loans or of any conversion of LIBOR Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of LIBOR Rate Loans shall be in a principal amount of the $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans to shall be made pursuant to such Borrowing; in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (iiwhether telephonic or written) shall specify (A) the applicable Facility and 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, under such Facility, (B) the requested date of the Borrowing Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); , (iiiC) whether the Borrowing shall consist principal amount of Prime Rate Loans to be borrowed, converted or Eurodollar Loans; continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (ivE) if applicable, the requested Borrowing consists duration of Eurodollar Loans, the Interest Period to be initially applicable with respect thereto. The Administrative Agent 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 promptly give each Lender written notice (be made as, or telephonic notice promptly confirmed in writing) of each proposed Borrowingconverted to, of LIBOR Rate Loans. Any such Lender's proportionate share thereof and automatic conversion to LIBOR Rate Loans shall be effective as of the other matters covered by last day of the Notice Interest Period then in effect. If the Borrower requests a Borrowing of, conversion to, or continuation of Borrowing relating thereto. (b) Without LIBOR Rate Loans in any way limiting the obligation such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errorone (1) month.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansLoans (other than borrowings to repay Unpaid Drawings), it the Borrower shall give the Administrative Agent at its Notice the Administrative Agent’s Office, , (Ai) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. 12:00 p.m. (local time at its Notice Office)Dallas, Texas time) at least three one Business Days' Day’s prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans if such Loans are to be made hereunder, or initially LIBOR Loans and (Bii) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. 12:00 p.m. (local time Dallas, Texas time) at its Notice Office) on the proposed date thereof least one Business Day’s prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Rate Loans that are to be made hereunderABR Loans. Each such Such notice (each such notice, a "NOTICE OF BORROWING"“Notice of Borrowing”) shall specify (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (iA) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; , (iiB) the date of the Borrowing (which shall be a Business Day); ) and (iiiC) whether the respective Borrowing shall consist of Prime Rate ABR Loans or Eurodollar Loans; and (iv) and/or LIBOR Loans and, if the requested Borrowing consists of Eurodollar LIBOR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Loans, of such Lender's proportionate share Xxxxxx’s Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (b) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errorOfficer.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: the Administrative Agent’s Office prior to 11:00 A.M. 12:00 p.m. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice New York City time) (i) in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each a Borrowing of Eurodollar Term A Loans that are to be ABR Loans, at least one Business Day’s prior written notice and (ii) in the case of a Borrowing of Term A Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof Restatement Effective Date if such Term A Loans are to be LIBOR Loans, at least two Business Day’s prior written or telephonic notice. Such notice (in the case a “Notice of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING"Borrowing”) shall specify (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (iA) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowing; made, (iiB) the date of the Borrowing (which shall be the Restatement Effective Date) and (C) whether the Term A Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Term A Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. A Notice of Borrowing may be in such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by an Authorized Officer of the Borrower. A Notice of Borrowing may be given by (x) telephone or (y) a written Notice of Borrowing (provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Borrowing. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3(a) (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing. (b) Whenever the Borrower desires to incur Revolving Credit Loans (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office, (i) prior to 12:00 noon (New York City Time) at least three Business Days’ prior written notice of each Borrowing of LIBOR Loans that are Revolving Credit Loans and (ii) prior to 10:00 a.m. (New York City time) on the day of such Borrowing prior written notice of each Borrowing of Revolving Credit Loans that are ABR Loans. Such Notice may be given by telephone; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall specify (x) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (y) the date of Borrowing (which shall be a Business Day); ) and (iiiz) whether the respective Borrowing shall consist of Prime Rate ABR Loans or Eurodollar Loans; and (iv) LIBOR Loans that are Revolving Credit Loans and, if the requested Borrowing consists of Eurodollar LIBOR Loans that are Revolving Credit Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Revolving Credit Loans, of such Lender's proportionate share thereof ’s Revolving Credit Commitment Percentage thereof, of the identity of the Borrower, and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loansmake a Borrowing of Term Loans hereunder, it the Borrower shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), Office at least three one (1) Business Days' Day’s prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Base Rate Term Loans to be made hereunder, or hereunder and at least three (B3) BORROWINGS OF PRIME RATE LOANS: U.S. Government Securities Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior to 11:00 A.M. written notice (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Rate Loans Term SOFR Term Loan to be made hereunder; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion). Each such notice (each such noticeeach, a "NOTICE OF BORROWING") “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall (if requested be irrevocable and shall be in writing, or by the Administrative Agent to be telephone promptly confirmed in writing)writing by or on behalf of the Borrower, be substantially in the form of Exhibit B-1, and in A-1 or such other form as may be approved by the Administrative Agent including any event form on an electronic platform or electronic transmission as shall be irrevocable and shall approved by the Administrative Agent, appropriately completed by a Responsible Officer of the Borrower to specify: (i) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); , (iii) whether the respective Borrowing shall consist of Prime Rate Initial Term Loans, Term B Loans, Term B-1 Loans, Incremental Term Loans or Eurodollar Refinancing Term Loans; and , (iv) if whether the requested Term Loans being made pursuant to such Borrowing consists are to be initially maintained as Base Rate Term Loans or Term SOFR Term Loans and (v) in the case of Eurodollar Term SOFR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written of the Tranche specified in the respective Notice of Borrowing, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's Xxxxxx’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office,: (A) BORROWINGS OF EURODOLLAR LOANSBorrowings of Prime Rate Loans under the General Revolving Facility: in the case of any Borrowing under the General Revolving Facility of Prime Rate Loans to be made hereunder, prior to 11:00 A.M. 12:00 noon (local time at its Notice Office), at least one Business Day’s prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing); or (B) Borrowings of Eurodollar Loans under the General Revolving Facility Denominated in Dollars: in the case of any Borrowing under the General Revolving Facility of Eurodollar Loans denominated in Dollars to be made hereunder, prior to 12:00 noon (local time at its Notice Office), at least three Business Days' ’ prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing); or (C) Borrowings of Eurodollar Loans under the General Revolving Facility Denominated in an Alternative Currency: in the case of any Borrowing under the General Revolving Facility of Eurodollar Loans denominated in an Alternative Currency to be made hereunder, prior to 12:00 noon (local time at its Notice Office), at least five Business Days’ prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing); or (D) Borrowings under the Swing Line Revolving Facility: in the case of any Borrowing under the Swing Line Revolving Facility of a Prime Rate Loan or a Eurodollar Market Index Rate Loan, prior to 1:00 P.M. (local time at its Notice Office), on the proposed date of Borrowing, written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder). Each such notice (each such notice, a "NOTICE OF BORROWING"“Notice of Borrowing”) shall (in the case of Swing Line Revolving Loans, if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the Facility under which the Borrowing is to be incurred; (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (iiiii) the date of the Borrowing (which shall be a Business Day); (iiiiv) whether the Borrowing shall consist of Prime Rate Loans, Eurodollar Loans or Eurodollar Market Index Rate Loans; and (ivv) if the requested Borrowing consists of Eurodollar Loans, (A) the currency, if other than Dollars, in which such Loans are requested and (B) the Interest Period to be initially applicable thereto. If the Borrower fails to specify in a Notice of Borrowing the Interest Period and currency for any Eurodollar Loans, such Interest Period shall be deemed to be one month and such currency Dollars. The Administrative Agent shall promptly give each Lender that has a Commitment under any applicable Facility written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing under the applicable Facility, of such Lender's ’s proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansRevolving Credit Loans hereunder (other than Borrowings to repay Unpaid Drawings), it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice (in the case an office of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans Agent from time to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested notified by the Administrative Agent to be the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (i) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing)) prior to 12:00 noon (New York time) at least three Business Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York time) on the proposed day of each Borrowing of ABR Loans. Each such Notice of Borrowing, be substantially except as otherwise expressly provided in the form of Exhibit B-1Section 2.10, and in any event shall be irrevocable and shall specify: specify (i) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing; , (ii) the date of the Borrowing (which shall be a Business Day); , (iii) whether the Borrowing shall consist of Prime Rate ABR Loans or Eurodollar LIBOR Loans; and , (iv) if the requested such Borrowing consists shall consist of Eurodollar LIBOR Loans, the Interest LIBOR Period to be initially applicable theretothereto and (v) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Revolving Credit Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, case the applicable Borrower hereby waives the right to dispute the Administrative Agent's ’s record of the terms of any such telephonic notice notice. (c) Borrowings to reimburse Unpaid Drawings shall be conclusive absent manifest errormade upon the notice specified in Section 3.4(c).

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansLoans hereunder, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), Office at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) the date of the Borrowing (which shall be a one Business Day); (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender 's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A, appropriately completed to specify the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, the date of such Borrowing (which shall be a Business Day), whether the Loans being incurred pursuant to such Borrowing shall constitute A Term Loans, B Term Loans or Revolving Loans, and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent or the Issuing Bank (in the case of the issuance of Letters of Credit), as the case may be, may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent or the Issuing Bank, as the case may be, in good faith to be from an Authorized Officer of the Borrower entitled prior to give telephonic notices under this Agreement on behalf receipt of the Borrowerwritten confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's or the Issuing Bank's record of the terms of such telephonic notice shall be conclusive absent manifest errornotice.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loansmake a Borrowing of any Loan hereunder, it shall give the Administrative Agent at its office located at One Bankers Trust Plaza, 130 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xx such other address as the Agent may hereafter designate in writing to the parties hereto) (the "Notice Office, Address") at least one Business Day's prior written notice (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Officeor telephonic notice promptly confirmed in writing), given not later than 12:00 P.M. (New York City time) of each Base Rate Loan, and at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) writing), given not later than 12:00 P.M. (New York City time), of each Borrowing of Eurodollar Loans Loan to be made hereunder; provided, or (B) BORROWINGS OF PRIME RATE LOANS: however, that a Notice of Borrowing with respect to Borrowings to be made on the date hereof may, at the discretion of Agent, be delivered later than the time specified above. Whenever Borrower desires that Swing Line Lender make a Swing Line Loan under Section 2.1(d), it shall deliver to Swing Line Lender prior to 11:00 A.M. (local time at its Notice OfficeNew York City time) on the proposed date thereof of Borrowing written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunderwriting). Each such notice (each such notice, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), which shall be substantially in the form of Exhibit B-12.5 hereto, and in any event shall be irrevocable irrevocable, shall be deemed a representation by Borrower that all conditions precedent to such Borrowing have been satisfied and shall specify: specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; , (ii) the date of the Borrowing (which shall be a Business Day); ) and (iii) whether the Loans being made pursuant to such Borrowing shall consist of Prime are to be Base Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Loans and, with respect to Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall as promptly as practicable give each Lender written notice (or telephonic notice (promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share Commitment Percentage thereof and of the other matters covered by the Notice of Borrowing relating thereto. (b) Borrowing. Without in any way limiting the Borrower's obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereundernotice, Agent or the Administrative Agent Swing Line Lender (in the case of Swing Line Loans) may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized a Responsible Officer of the Borrower entitled prior to give telephonic notices under this Agreement on behalf receipt of the Borrowerwritten confirmation. In each such case, the Administrative Agent's record records shall, absent manifest error, be final, conclusive and binding on Borrower with respect to evidence of the terms of such telephonic notice shall be conclusive absent manifest errorNotice of Borrowing. Borrower hereby agrees not to dispute the Agent's or BT's record of the time of telephonic notice.

Notice of Borrowing. (ai) Whenever When the Borrower desires to incur Loansborrow Revolving Loans pursuant to this Section 2.1, it shall give provide irrevocable notice to the Administrative Agent at its Agent, which may be given by (x) telephone or (y) a Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in 2.1(c) or such other form as may be approved by the Agent (including any event form on an electronic platform or electronic transmission system as shall be irrevocable approved by the Agent), duly completed and shall specify: executed by a Responsible Officer (ia “Notice of Borrowing”); provided that any telephonic notice to the Agent must be confirmed promptly by delivery to the Agent of a Notice of Borrowing. Each such Notice of Borrowing (or telephonic notice) must be received by (A) no later than 10:00 a.m. on the aggregate principal amount proposed Funding Date, in the case of a Borrowing of Base Rate Loans, (B) no later than 10:00 a.m. at least three Euro‑Dollar Business Days before the proposed Funding Date, in the case of a Borrowing of Euro‑Dollar Rate Loans to be made pursuant to such Borrowing; or (C) no later than 10:00 a.m. at least three CDOR Business Days before the proposed Funding Date, in the case of a Borrowing of CDOR Rate Loans. (ii) No Lender Party shall incur any liability to the date Borrower or the other Lender Parties in acting upon any telephonic notice that such Lender Party believes to have been given by a Responsible Officer or for otherwise acting in good faith under this Section 2.1 and in making any Loan in accordance with this Agreement pursuant to any telephonic notice and, upon funding of Revolving Loans by any Lender in accordance with this Agreement pursuant to any such telephonic notice, the Borrowing (which Borrower shall be a Business Day); have effected Revolving Loans hereunder. (iii) whether The Borrower shall notify the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the names of its officers and employees authorized to request and take other matters covered by the Notice actions with respect to Loans and Letters of Borrowing relating thereto. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement Credit on behalf of the BorrowerBorrower (each a “Responsible Officer”) by providing the Agent with a Notice of Responsible Officers substantially in the form of Exhibit 2.1(c)(iii) duly completed and executed by a Senior Officer (a “Notice of Responsible Officers”) or by designating such Responsible Officers in or pursuant to an agreement between the Borrower and the Agent. In each The Agent shall be entitled to rely conclusively on a Responsible Officer’s authority to request and take other actions with respect to Loans and Letters of Credit on behalf of the Borrower until the Agent receives a new Notice of Responsible Officers that no longer designates such casePerson as a Responsible Officer. (iv) Any Notice of Borrowing (or telephonic notice) delivered pursuant to this Section 2.1 shall be irrevocable and, subject to Section 2.12(a), the Administrative Agent's record Borrower shall be bound to make a Borrowing in accordance therewith. (v) The Agent shall promptly notify each Tranche A Lender and/or each Tranche B Lender, as applicable, of the contents of any Notice of Borrowing (or telephonic notice) received by it, and such Xxxxxx’s pro rata portion of the Borrowing requested. Prior to 11:00 a.m. on the date specified in such notice as the Funding Date, each Tranche A Lender or Tranche B Lender, as applicable, subject to the terms and conditions hereof, shall make its pro rata portion of such telephonic notice shall be conclusive absent manifest errorthe Borrowing available, in the applicable currency and in Same Day Funds, to the Agent at the Agent’s Account.

Notice of Borrowing. Making the Loans; Loan Accounts. ---------------------------------------------------- (a) Whenever Each Loan shall be made on notice, given by Emons on behalf of the Borrower desires U.S. Borrowers or SLQ, as the case may be, to incur Loansthe Lender in writing, it shall give the Administrative Agent at its Notice Office, including, by telecopy, not later than 11:00 a.m. (Chicago time) on (A) BORROWINGS OF EURODOLLAR LOANS: the third Business Day prior to 11:00 A.M. (local time at its Notice Office)the date of the proposed Borrowing, at least three Business Days' prior written or telephonic notice (in the case of telephonic noticea request for an Offshore Rate Loan, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or and (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the Business Day of the proposed date thereof written or telephonic notice (Borrowing, in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime a request for a Base Rate Loans to be made hereunderLoan. Each such notice of a borrowing (each such notice, a "NOTICE OF BORROWINGNotice of --------- Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: EXHIBIT B attached --------- --------- hereto. Any Notice of Borrowing must specify the requested (i) the aggregate principal amount date of the Loans to be made pursuant to such Borrowing; Loan, (ii) the date type of the Borrowing (which shall be a Business Day); Loan, (iii) whether the Borrowing shall consist aggregate amount of Prime Rate Loans or Eurodollar Loans; and such Loan, (iv) if the requested Borrowing consists of Eurodollar Loans, the applicable Interest Period for each such Loan if such Loan is an Offshore Rate Loan, and (v) the account or accounts to which the proceeds of such Loan are to be initially applicable theretodisbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) original of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretogiven by telecopy shall be sent to the Lender by mail for receipt within five (5) days after the applicable Funding Date. Upon fulfillment of the applicable conditions set forth in Article VIII, the Lender will make such funds available to the U.S. ------------ Borrowers or SLQ, as the case may be, in such deposit account maintained with the Lender as Emons, on behalf of the U.S. Borrowers or SLQ, as the case may be, shall designate. (b) Without Anything in paragraph (a) above to the contrary ------------- notwithstanding, (i) if the Lender shall, at least one Business Day before the date of any requested Borrowing, notify the U.S. Borrowers or SLQ, as the case may be, that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority makes it unlawful, for the Lender to perform its obligations hereunder to make Offshore Rate Loans; or (ii) if the Lender is unable, after reasonable efforts, due to prevailing market conditions, to provide timely information for the determination of the Eurodollar Rate or CDOR Rate, as the case may be, or is otherwise unable to determine the Eurodollar Rate or the CDOR Rate at any time, or (iii) if the Lender has reasonably determined that the Eurodollar Rate or CDOR Rate is inadequate to compensate the Lender, then, in any way limiting such event, the obligation right of the Borrower Borrowers to confirm select Offshore Rate Loans shall be suspended until the Lender shall notify the Borrowers that the circumstances causing such suspension no longer exist; and (A) in writing the case of any telephonic notice permitted Offshore Rate Loans bearing interest at the Eurodollar Rate, each such Offshore Rate Loan shall be a Base Rate Loan, and (B) in the case of any Offshore Rate Loans bearing interest at the CDOR Rate, all such Offshore Rate Loans shall thereafter accrue interest at a rate to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent negotiated in good faith by SLQ and the Lender. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrowers. In the case of any requested Offshore Rate Loans, the requesting Borrower shall indemnify the Lender against any loss, reasonable cost or expense incurred by the Lender as a result of any failure to be from an Authorized Officer fulfill on or before the date specified in such Notice of Borrowing for such Loan the applicable conditions set forth in Article ------- VIII, including, without limitation, any loss (including loss of ---- anticipated profits of which the Lender shall supply to such Borrower reasonable calculations), cost or expense incurred by reason of the Borrower entitled liquidation or reemployment of deposits or other funds acquired by the Lender to give telephonic notices under this Agreement fund the requested Loan, as a result of such failure, is not made on such date. (d) Emons, on behalf of the BorrowerU.S. Borrowers and SLQ, shall notify the Lender in writing of the names of the officers and employees authorized to request any Loans on behalf of the U.S. Borrowers and SLQ, and shall provide the Lender with a specimen signature of each such officer or employee. The Lender shall be entitled to rely conclusively on such officer's or employee's authority to request a Loan on behalf of the U.S. Borrowers or SLQ, until the Lender receives written notice to the contrary. The Lender shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. (e) The Lender shall establish or cause to be established on its books in the name of the U.S. Borrowers and SLQ an account (each, a "Loan Account") to evidence Loans made to the U.S. Borrowers and SLQ, ------------ respectively. In the case of the U.S. Borrowers, the Lender will credit or cause to be credited to a commercial account for each of the U.S. Borrowers (each a "Demand Deposit Account") maintained by Emons ---------------------- on behalf of each of the U.S. Borrowers at Lender's Chicago, Illinois office, the amount of any sums advanced as Loans hereunder. Any amounts credited to each such caseDemand Deposit Account, and advanced to the Administrative AgentU.S. Borrowers as a Loan pursuant to this Agreement will be debited to such U.S. Borrower's record Loan Account and result in an increase in the principal balance outstanding in the applicable Loan Account in the amount thereof. In the case of SLQ, Lender shall disburse the Canadian Term Loan as directed by Emons on behalf of SLQ as follows: (i) an amount equal to C$5,900,010 shall be disbursed to the trust account of Xxxxxx Xxxxxxx, escrow agent, maintained at the Royal Bank of Canada in Montreal, Quebec and (ii) an amount equal to C$683,490 shall be disbursed to an account of SLQ at the Toronto office of ABN AMRO Bank Canada; both such amounts will be debited to SLQ's Loan Account and result in an increase in the principal balance outstanding in SLQ's Loan Account. The Lender is hereby authorized, at its option, either (A) to endorse the date and amount of each Loan made by it and each repayment or prepayment of principal of Loans made with respect to the applicable Note on the schedule annexed to and constituting a part of the terms of Note or (B) to record such telephonic notice shall be conclusive Loans, repayments and prepayments in its books and records, such schedule or such books and records, as the case may be, constituting prima facie evidence, absent manifest error, of the accuracy of the information contained therein.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: the Administrative Agent’s Office prior to 11:00 A.M. a.m. (local time at its Notice Office), Central time) (i) at least three Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each the Borrowing of Eurodollar Term Loans if all or any of such Term Loans are to be made hereunderinitially LIBOR Loans (provided that for the Borrowing of 2017 Refinancing Term Loans, or (B) BORROWINGS OF PRIME RATE LOANS: such prior written notice of LIBOR Loans may be delivered at least one Business Day prior to 11:00 A.M. the date of such Borrowing), and (local time at its Notice Officeii) prior written notice (or telephonic notice promptly confirmed in writing) on the proposed date thereof written or telephonic notice (in of the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Term Loans if all such Term Loans are to be made hereunderABR Loans. Each such notice Such Notice of Borrowing shall be (each such notice, a "NOTICE OF BORROWING"I) shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable L hereto and shall specify: specify (i) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowing; made, (ii) the date of the Borrowing (which shall be a Business Day); the Closing Date) and (iii) whether the Borrowing Term Loans shall consist of Prime Rate ABR Loans or Eurodollar Loans; and (iv) and/or LIBOR Loans and, if the requested Borrowing consists of Eurodollar Term Loans are to include LIBOR Loans, the Interest Period to be initially applicable theretothereto or (II) such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Senior Officer of the Borrower. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Borrowing by no later than 12:00 p.m. (Central time). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each the proposed BorrowingBorrowing of Term Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. If the Borrower fails to specify a whether any Term Loans shall consist of ABR Loans or LIBOR Loans in a Notice of Borrowing, then the applicable Term Loans shall be made as ABR Loans. If the Borrower requests a Borrowing relating theretoof LIBOR Loans in any Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the Term Loans. (c) [Intentionally Omitted]. (d) [Intentionally Omitted]. (e) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized a Senior Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's ’s record of the terms of any such telephonic notice shall be conclusive absent manifest errornotice.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loansmake a Borrowing hereunder, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), Office at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) the date of the Borrowing (which shall be a one Business Day); (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender 's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be made hereunder, PROVIDED that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each, a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A, appropriately completed to specify the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, the date of such Borrowing (which shall be a Business Day), and whether the Revolving Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Bank notice of such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderof any Borrowing of Revolving Loans, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled prior to give telephonic notices under this Agreement on behalf receipt of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errorwritten confirmation.

Notice of Borrowing. (a) Whenever the Borrower desires to ------------------- incur LoansLoans under any Facility (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 10:00 A.M. (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or and at least one Business Day's prior written notice (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Base Rate Loans to be made hereunder. Each such notice (each such noticeeach, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable A and shall specify: specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; , (iiiii) the date of the Borrowing (which shall be a Business Day); ) and (iiiiv) whether the respective Borrowing shall consist of Prime Base Rate Loans or (to the extent permitted) Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (bi) Whenever the Borrower desires to make a Borrowing of Swingline Loans hereunder, it shall give BTCo, prior to 10:00 A.M. (New York time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan to be made hereunder. Each such notice shall specify in each case (x) the date of such Borrowing (which shall be a Business Day) and (y) the aggregate principal amount of the Swingline Loan to be made pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(e), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 1.01(e). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent Agent, BTCo (in the case of a Borrowing of Swingline Loans) or the respective Letter of Credit Issuer (in the case of the issuance of Letters of Credit), as the case may act be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent Agent, BTCo or such Letter of Credit Issuer in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's, BTCo's or any Letter of Credit Issuer's record of the terms of such telephonic notice shall be conclusive absent manifest error(except in the case of gross negligence or bad faith).

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loansmake a Borrowing hereunder, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), Office at least three Business Days' ’ prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans Loan to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunderNew York time). Each such written notice (each such noticea “Notice of Borrowing”), a "NOTICE OF BORROWING") except as otherwise expressly provided in Section 1.09, shall (if requested be irrevocable and shall be given by the Administrative Agent to be confirmed in writing), be substantially Borrower in the form of Exhibit B-1A, and in any event shall be irrevocable and shall specify: appropriately completed to specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); , (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; initial Interest Period to be applicable thereto and (iv) if to which account the requested Borrowing consists proceeds of Eurodollar Loans, the Interest Period such Loans are to be initially applicable theretodeposited. The Administrative Agent shall promptly give each Lender written which is required to make Loans, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm deliver a written Notice of Borrowing in writing any telephonic notice permitted to be given hereunderaccordance with Section 1.03(a), the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing, believed by the Administrative Agent in good faith to be from an Authorized the Chairman of the Board, Chief Administrative Officer, President, Chief Financial Officer or the Treasurer of the Borrower entitled (or any other officer of the Borrower designated in writing to the Administrative Agent by the Chief Executive Officer, Chief Administrative Officer, President or Treasurer of the Borrower as being authorized to give telephonic such notices under this Agreement on behalf Agreement) prior to receipt of the BorrowerNotice of Borrowing. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's ’s record of the terms of such telephonic notice shall be conclusive of such Borrowing of Loans, absent manifest error.

Notice of Borrowing. (a) Whenever NSE shall request the Borrower desires U.S. Borrowing by delivering to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior an irrevocable written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1A, and in any event shall be irrevocable and shall specify: appropriately completed (a "Notice of U.S. Borrowing"), which specifies, among other things: (i) the aggregate The principal amount of the Loans U.S. Borrowing, which shall be in the minimum amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (A) The Portion of the U.S. Borrowing which is to be made pursuant to such Borrowing; a Base Rate Portion and (iiB) the date Portion(s) of the U.S. Borrowing which is (are) to be a LIBOR Portion(s); (iii) If any Portion of the U.S. Borrowing is initially to be a LIBOR Portion, the initial Interest Period selected by NSE for each such Portion in accordance with Subparagraph 2.02(e); and (iv) The U.S. Closing Date, which shall be a Business Day)Day not later than the Commitment Termination Date; NSE shall give the Notice of U.S. Borrowing to Agent at least three (iii3) whether Business Days before the U.S. Closing Date if any Portion of the U.S. Borrowing is initially to be a LIBOR Portion and at least one (1) Business Day before the U.S. Closing Date if the only Portion of the U.S. Borrowing is initially to be a Base Rate Portion. The Notice of U.S. Borrowing shall consist be delivered by first-class mail or facsimile to Agent at the office or facsimile number and during the hours specified in Paragraph 8.01; provided, however, that NSE shall promptly deliver to Agent the original of Prime Rate Loans or Eurodollar Loans; and (iv) the Notice of U.S. Borrowing if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable theretodelivered by facsimile. The Administrative Agent shall promptly give notify each U.S. Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by contents of the Notice of Borrowing relating theretoU.S. Borrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansRevolving Loans (excluding Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office, , (Ax) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. 12:00 Noon (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or and (By) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice OfficeNew York time) on the proposed date thereof of each incurrence of Base Rate Loans, prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Base Rate Loans to be made hereunder. Each such notice (each such noticeeach, a "NOTICE OF BORROWING"Notice of Borrowing'') shall (if requested by the Administrative Agent to be confirmed shall, except as provided in writingSection 1.10(b), be substantially irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit B-1A-1, and in any event shall be irrevocable and shall appropriately completed to specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) the date of the such Borrowing (which shall be a Business Day); (iii) whether the respective Borrowing shall consist of Prime Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent ; and (iv) the respective portions of such Borrowing to constitute Acquisition Loans and Working Capital Loans, as the case may be. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, it shall promptly give each Lender BTCo not later than 12:00 Noon (New York time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of Swingline Loan. Each such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.irrevocable and shall specify in each case

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans, Loans hereunder it shall give the Administrative Agent at its Notice Office, Office written notice (Aor telephonic notice promptly confirmed in writing) BORROWINGS OF EURODOLLAR LOANS: prior on the date such Loan is to 11:00 A.M. (local time at its Notice Office)be made of each Base Rate Loan, and at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) the date of the Borrowing (which shall be a Business Day); (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each Euro Rate Loan, provided that any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each a "Notice of Borrowing"), shall be irrevocable and shall be given by the Borrower in the form of Exhibit A, appropriately completed to specify (i) the date of such incurrence (which shall be a Business Day), (ii) whether the Loans being made shall constitute Term Loans, or Revolving Loans and the Applicable Currency of such Term Loans, (iii) the aggregate principal amount of the Loans to be made, (iv) in the case of Dollar Loans, whether such Loans being made are to be initially maintained as Base Rate Loans or Eurodollar Loans and (v) in the case of Euro Rate Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly (and in any event within one Business Day after its receipt of a Notice of Borrowing) give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowingincurrence, of such Lender's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderof any incurrence of Loans, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled prior to give telephonic notices under this Agreement on behalf receipt of the Borrowerwritten confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever To request a Loan the Lead Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 A.M. 12:00 noon (local time at its Notice OfficeCleveland, Ohio time), at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the Business Day which is the requested date of a proposed date thereof Borrowing, written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereundersuch Borrowing. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1A, and in any event shall be irrevocable and shall specify: specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; , and (ii) the date of the such Borrowing (which shall be a Business Day); (iii) whether the . Except as hereinafter permitted, each such Notice of Borrowing shall consist be in writing signed by the Lead Borrower and transmitted by the Lead Borrower to the Administrative Agent by telecopier, telex or cable (in the case of Prime Rate Loans telex or Eurodollar Loans; and (iv) if cable, confirmed in writing prior to the date of the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable theretoBorrowing). The Administrative Agent shall promptly give each Lender obligated to fund the requested Loan written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of the amount such Lender's proportionate share Lender is obligated to advance in respect thereof and of the other matters covered by the Notice of Borrowing. Each of the Borrowers hereby irrevocably authorize the Lead Borrower to make all requests for Borrowing relating theretohereunder. (b) Without in any way limiting the obligation of the Lead Borrower to confirm in writing any telephonic notice permitted to be given hereunderof any Borrowing of Loans, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing, believed by the Administrative Agent in good faith to be from an Authorized the President or the Chief Financial Officer of the Lead Borrower entitled (or any other officer of the Lead Borrower designated in writing to the Administrative Agent by the President or the Chief Financial Officer as being authorized to give telephonic such notices under this Agreement on behalf Agreement) prior to receipt of the Borrowerwritten confirmation. In each such case, the Borrowers hereby waive the right to dispute the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errorof such Borrowing of Loans. The Lead Borrower may request a Borrowing telephonically so long as (i) a written Notice of Borrowing confirmation is received by the Administrative Agent by 12:30 p.m. (Cleveland, Ohio time) and (ii) the other requirements of this Section 1.03 are complied with.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur LoansRevolving Loans hereunder, it shall give the Administrative Agent at its the Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 10:00 A.M. (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or and at least one Business Day's prior written notice (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Base Rate Loans to be made hereunder. Each such notice (each such a "Notice of Borrowing") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1A-1, and in any event shall be irrevocable and shall specify: appropriately completed to specify (i) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); ) and (iii) whether the respective Borrowing shall consist of Prime Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower Borrowers to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent or the Letter of Credit Issuer (in the case of the issuance of Letters of Credit), as the case may act be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent or the Letter of Credit Issuer, as the case may be, in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the a Borrower. In each such case, The Agent's or the Administrative AgentLetter of Credit Issuer's record of the terms of such telephonic notice shall be final, conclusive and binding absent manifest error.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, the Administrative Agent’s Office (Ai) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. 12:00 Noon (local time at its Notice Office), New York City time) at least three Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each the Borrowing of Eurodollar Term Loans if all or any of such Term Loans are to be made hereunderinitially LIBOR Loans, or and (Bii) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. written notice (local time or telephonic notice promptly confirmed in writing) at its Notice Office) on least one Business Day in advance of the proposed date thereof written or telephonic of Borrowing of Term Loans if all such Term Loans are to be ABR Loans. Such notice (in the case a “Notice of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING"Borrowing”) shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: specify (i) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowing; made, (ii) the date of the Borrowing (which shall be a Business Day); the Closing Date) and (iii) whether the Borrowing Term Loans shall consist of Prime Rate ABR Loans or Eurodollar Loans; and (iv) and/or LIBOR Term Loans and, if the requested Borrowing consists of Eurodollar Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each the proposed BorrowingBorrowing of Term Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower Company to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the BorrowerCompany. In each such case, the Company hereby waives the right to dispute the Administrative Agent's ’s record of the terms of any such telephonic notice shall be conclusive absent manifest errornotice.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Credit Loans, it the Borrower shall give the Administrative Agent at its Notice the Administrative Agent’s Office, , (Ai) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), 2:00 p.m. at least three U.S. Government Securities Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Revolving Credit Loans if all or any of such Revolving Credit Loans are to be made hereunder, or initially SOFR Loans and (Bii) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) 1:00 p.m. on the date of the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) Borrowing of each Borrowing of Prime Rate Revolving Credit Loans if all or any of such Revolving Credit Loans are to be made hereunderABR Loans. Each such notice (each such notice, a "NOTICE OF BORROWING") Notice of Borrowing shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: specify (i) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing; , (ii) the date of the Borrowing (which shall be a Business Day); , and (iii) whether the Borrowing shall consist of Prime Rate ABR Loans, Term SOFR Loans or Eurodollar Loans; and (iv) and/or Daily Simple SOFR Loans and, if the requested Borrowing consists of Eurodollar SOFR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Revolving Credit Loans, of such Lender's proportionate share Xxxxxx’s Revolving Credit Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (ba) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur Revolving Loans, it shall give the Administrative Agent at its Notice Office, , (Ax) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. 3:00 P.M. (local time at its Notice Office), New York time) at least three Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunderin Dollars, or (By) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time New York time) at its Notice Office) on the proposed date thereof least three Business Days’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Eurodollar Loans constituting Alternate Currency Loans and (z) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 P.M. (New York time) on the date of each Borrowing of Base Rate Loans to be made hereunderLoans. Each such notice (each such noticeeach, a "NOTICE OF BORROWING"“Notice of Borrowing”) shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, A-1 and in any event shall be irrevocable and shall specify: specify (i) the identity of the applicable Borrower, (ii) in the case of Alternate Currency Loans, the Approved Currency for such Loans, (iii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing; Borrowing (iistated in the applicable Approved Currency), (iv) the date of the Borrowing (which shall be a Business Day); , (iiiv) whether the respective Borrowing shall consist of Prime Base Rate Loans or Eurodollar Loans; and , (ivvi) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto and (vii) if DB Loans, the DB Loan Maturity Date to be applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of the portion thereof to be funded by such Lender's proportionate share thereof Lender and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the any Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent it in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the such Borrower. In each such case, each Borrower hereby waives the right to dispute the Administrative Agent's ’s record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the a Borrower desires to incur Revolving Loans, it shall give the Administrative Agent at its Notice Office, , (Ax) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice OfficeNew York time), at least three Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or or (By) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 10:00 A.M. (local time at its Notice OfficeNew York time) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) day of each Borrowing of Prime Base Rate Loans to be made hereunderLoans, prior written notice (or telephonic notice promptly confirmed in writing). Each such notice (each such a “Notice of Borrowing”), except as otherwise expressly provided in Section 1.10, shall be irrevocable, and, in the case of a written notice and a confirmation of telephonic notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1A hereto, and in any event shall be irrevocable and shall specify: appropriately completed to specify (i) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); , (iii) whether the respective Borrowing shall consist of Prime Tranche 1 Revolving Loans or Tranche 2 Revolving Loans, and (iv) whether the respective Borrowings shall consist of Base Rate Loans or Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the each Borrower to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the such Borrower. In each such case, the Administrative Agent's ’s record of the terms of any such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansRevolving Loans (excluding Borrowings of Revolving Loans pursuant to a Mandatory Borrowing), it the Borrower shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 A.M. 1:00 P.M. (local time at its Notice OfficeNew York time), at least three Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time hereunder and shall give the Administrative Agent at its Notice OfficeOffice not later than 12:00 Noon (New York time) on the proposed date thereof day a Borrowing of Base Rate Loans is to be made, written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each such Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each, a “Notice of Borrowing”) shall, except as provided in Section 1.10, be irrevocable, and, in the case of each such written notice and each confirmation of telephonic notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1A-1, and in any event shall be irrevocable and shall specify: appropriately completed to specify (i) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); ) and (iii) whether the respective Borrowing shall consist of Prime Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's Bank’s proportionate share thereof thereof, if any, and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (bi) Whenever the Borrower desires to make a Borrowing of Swingline Loans hereunder, it shall give the Swingline Bank (with a copy to the Administrative Agent, if the Swingline Bank is a Bank other than the Administrative Agent) not later than 2:00 P.M. (New York time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (x) the date of such Borrowing (which shall be a Business Day) and (y) the aggregate principal amount of the Swingline Loan to be made pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 1.01(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent or the Swingline Bank (in the case of a Borrowing of Swingline Loans) or the respective Letter of Credit Issuer (in the case of Letters of Credit), as the case may act be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent Agent, the Swingline Bank, or such Letter of Credit Issuer, as the case may be, in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's ’s, the Swingline Bank’s or such Letter of Credit Issuer’s record of the terms of such telephonic notice shall be conclusive absent manifest errornotice.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansLoans under any Facility (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at its the Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 A.M. 12:00 Noon (local time at its Notice OfficeNew York time), at least three Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing proposed incurrence of Eurodollar Loans to be made hereunder, or and at least one Business Day’s prior written notice (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing proposed incurrence of Prime Base Rate Loans to be made hereunderLoans. Each such notice (each such noticeeach, a "NOTICE OF BORROWING"“Notice of Borrowing”) shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, A and in any event shall be irrevocable and shall specify: specify (i) the Facility pursuant to which such incurrence is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; incurrence, (iiiii) the date of the Borrowing incurrence (which shall be a Business Day); ) and (iiiiv) whether the respective Borrowing shall consist of Prime Base Rate Loans or Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender with commitments pursuant to the respective Facility written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowingincurrence of Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (bi) Whenever the Borrower desires to make a Borrowing of Swingline Loans hereunder, it shall give the Swingline Lender, prior to 2:00 P.M. (New York time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (x) the date of such Borrowing (which shall be a Business Day) and (y) the aggregate principal amount of the Swingline Loan to be made pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(d), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 1.01(d). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent Agent, the Swingline Lender (in the case of a Borrowing of Swingline Loans), or the respective Letter of Credit Issuer (in the case of the issuance of Letters of Credit), as the case may act be, may prior to receipt of written confirmation act without liability upon the basis of and consistent with such telephonic notice notice, believed by the Administrative Agent Agent, the Swingline Lender or the respective Letter of Credit Issuer in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's ’s, the Swingline Lender’s or the respective Letter of Credit Issuer’s record of the terms of such telephonic notice shall be conclusive absent manifest errornotice, unless such record reflects gross negligence or willful misconduct on the part of the Administrative Agent, the Swingline Lender or the respective Letter of Credit Issuer, as the case may be.

Notice of Borrowing. (a) Whenever A Responsible Officer of the Borrower desires to incur Loans, it shall give the Administrative Agent Agent, at its the Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), at least three one Business Days' Day’s prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each the Borrower’s desire to make the Borrowing of Eurodollar Loans to (provided that such notice shall not be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) effective until the Borrower provides written or oral confirmation thereof on the proposed date thereof day of the Borrowing). Such written notice or written confirmation of telephonic notice (in the case “Notice of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writingBorrowing”), except as otherwise expressly provided in Section 1.08, shall be substantially irrevocable and shall be given by a Responsible Officer of the Borrower in the form of Exhibit B-1A, and in any event shall be irrevocable and shall specify: (i) appropriately completed to specify the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) the Borrowing and the date of the Borrowing (which shall be a Business Day); (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each the proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderof the Borrowing or any prepayment of Loans, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of the Borrowing or such prepayment, believed by the Administrative Agent in good faith to be from an Authorized a Responsible Officer of the Borrower entitled prior to give telephonic notices under this Agreement on behalf receipt of the Borrowerwritten confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's ’s record of the terms of such telephonic notice shall be conclusive absent manifest errorof the Borrowing or such prepayment.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office,: (A) BORROWINGS OF EURODOLLAR LOANSBorrowings of Prime Rate Loans under the General Revolving Facility: in the case of any Borrowing under the General Revolving Facility of Prime Rate Loans to be made hereunder, prior to 11:00 A.M. 12:00 noon (local time at its Notice Office), at least one Business Day's prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing); or (B) Borrowings of Eurodollar Loans under the General Revolving Facility Denominated in Dollars: in the case of any Borrowing under the General Revolving Facility of Eurodollar Loans denominated in Dollars to be made hereunder, prior to 12:00 noon (local time at its Notice Office), at least three Business Days' prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing); or (C) Borrowings of Eurodollar Loans under the General Revolving Facility Denominated in an Alternative Currency: in the case of any Borrowing under the General Revolving Facility of Eurodollar Loans denominated in an Alternative Currency to be made hereunder, prior to 12:00 noon (local time at its Notice Office), at least five Business Days' prior written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing); or (D) Borrowings under the Swing Line Revolving Facility: in the case of any Borrowing under the Swing Line Revolving Facility of a Prime Rate Loan or a Eurodollar Market Index Rate Loan, prior to 1:00 P.M. (local time at its Notice Office), on the proposed date of Borrowing, written or telephonic notice thereof (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder). Each such notice (each such notice, a "NOTICE OF BORROWINGNotice of Borrowing") shall (in the case of Swing Line Revolving Loans, if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the Facility under which the Borrowing is to be incurred; (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (iiiii) the date of the Borrowing (which shall be a Business Day); (iiiiv) whether the Borrowing shall consist of Prime Rate Loans, Eurodollar Loans or Eurodollar Market Index Rate Loans; and (ivv) if the requested Borrowing consists of Eurodollar Loans, (A) the currency, if other than Dollars, in which such Loans are requested and (B) the Interest Period to be initially applicable thereto. If the Borrower fails to specify in a Notice of Borrowing the Interest Period and currency for any Eurodollar Loans, such Interest Period shall be deemed to be one month and such currency Dollars. The Administrative Agent shall promptly give each Lender that has a Commitment under any applicable Facility written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing under the applicable Facility, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Credit Loans, it the Borrower shall give the Administrative Agent at its Notice the Administrative Agent’s Office, , (Ai) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), 2:00 p.m. at least three U.S. Government Securities Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Revolving Credit Loans if all or any of such Revolving Credit Loans are to be made hereunder, or initially SOFR Loans and (Bii) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) 1:00 p.m. on the date of the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) Borrowing of each Borrowing of Prime Rate Revolving Credit Loans if all or any of such Revolving Credit Loans are to be made hereunderABR Loans. Each such notice (each such notice, a "NOTICE OF BORROWING") Notice of Borrowing shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: specify (i) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing; , (ii) the date of the Borrowing (which shall be a Business Day); , and (iii) whether the Borrowing shall consist of Prime Rate ABR Loans, Term SOFR Loans or Eurodollar Loans; and (iv) and/or Daily Simple SOFR Loans and, if the requested Borrowing consists of Eurodollar SOFR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Revolving Credit Loans, of such Lender's proportionate share ’s Revolving Credit Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires shall request each Borrowing by delivering to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior an irrevocable written or telephonic notice (in the case form of telephonic noticeEXHIBIT A, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or appropriately completed (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1which specifies, and in any event shall be irrevocable and shall specify: among other things: (i) the aggregate The principal amount of the Loans to requested Borrowing, which shall be made pursuant to such Borrowingin the amount of (A) $1,000,000 or an integral multiple of $100,000 in excess thereof in the case of a Borrowing consisting of Base Rate Loans; or (B) $1,000,000 or an integral multiple of $500,000 in excess thereof in the case of a Borrowing consisting of LIBOR Loans; (ii) Whether the requested Borrowing is to consist of Base Rate Loans or LIBOR Loans; (iii) If the requested Borrowing is to consist of LIBOR Loans, the initial Interest Periods selected by Borrower for such Loans in accordance with SUBPARAGRAPH 2.01(e); and (iv) The date of the Borrowing (requested Borrowing, which shall be a Business Day); PROVIDED, HOWEVER, that all Borrowings made during the period commencing on the Closing Date and ending three (iii3) whether the Borrowing Business Days thereafter shall consist solely of Prime Base Rate Loans or Eurodollar Loans; and . Borrower shall give each Notice of Borrowing to Agent at least three (iv3) if Business Days before the date of the requested Borrowing consists in the case of Eurodollar a Borrowing consisting of LIBOR Loans and at least one (1) Business Day before the date of the requested Borrowing in the case of a Borrowing consisting of Base Rate Loans. Each Notice of Borrowing shall be delivered by first-class mail or facsimile to Agent at the office or facsimile number and during the hours specified in PARAGRAPH 8.01; PROVIDED, HOWEVER, that Borrower shall promptly deliver to Agent the original of any Notice of Borrowing initially delivered by facsimile. Agent shall promptly (but in any event no later than 5:00 p.m., San Francisco time, on the Business Day Agent is deemed to receive such notice under PARAGRAPH 8.01) notify each Lender of the contents of each Notice of Borrowing and of the amount and Type of (and, if applicable, the Interest Period for) each Loan to be initially applicable thereto. The Administrative Agent shall promptly give each made by such Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and as part of the other matters covered by the Notice of Borrowing relating theretorequested Borrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans hereunder (excluding Borrowings of Swingline Loans, Revolving Loans incurred pursuant to Mandatory Borrowings and Term Loans), it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 A.M. (local time at its Notice OfficeNew York time), at least three one Business Days' Day's prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by be irrevocable, and, in the Administrative Agent to case of each written notice and each confirmation of telephonic notice, shall be confirmed in writing), be substantially in the form of Exhibit B-1A-1, and in any event shall be irrevocable and shall specify: appropriately completed to specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; Borrowing and (ii) the date of the such Borrowing (which shall be a Business Day); (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (bi) Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give BTCo not later than 12:00 Noon (New York time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (x) the date of such Borrowing (which shall be a Business Day) and (y) the aggregate principal amount of the Swingline Loan to be made pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.1(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 1.1(c). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent or BTCo (in the case of a Borrowing of Swingline Loans) or the Letter of Credit Issuer (in the case of the issuance of Letters of Credit), as the case may act be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent Agent, BTCo or the Letter of Credit Issuer, as the case may be, in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Borrower hereby waives the right to dispute the Agent's, BTCo's or the Letter of Credit Issuer's record of the terms of such telephonic notice shall be conclusive absent manifest errornotice.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loansmake a Borrowing under this Agreement, it a Responsible Officer of the Borrower shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 A.M. 12:00 noon (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunderLoans, or and at least one Business Day's prior written notice (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Base Rate Loans to be made hereunderunder this Agreement. Each such notice (each such noticeeach, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed shall, except as otherwise expressly provided in writing)Section 2.10, be substantially irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit B-1III hereto, and in any event shall be irrevocable and shall appropriately completed to specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); , (iii) whether the Borrowing shall consist of Prime Rate Trade Loans or Eurodollar Loans; Compensating L/C Loans and (iv) whether the respective Borrowing shall consist of Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Working Capital Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Working Capital Lender's proportionate share thereof thereof, if any, and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent in good faith to be from an Authorized a Responsible Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive evidence of the contents of such notice, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facility (other than the Swingline Facility, any Mandatory Borrowings and Incremental Term Loans), it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 A.M. (local time at its Notice Office)a.m., at least three Business Days' ’ prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Rate Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: and at least one Business Day’s prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Base Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING"“Notice of Borrowing”) shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1A, and in any event shall be irrevocable once given, and shall specify: specify (i) the Facility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; , (iiiii) the date of the Borrowing (which shall be a Business Day); ) and (iiiiv) whether the respective Borrowing shall consist of Prime Base Rate Loans or Eurodollar Rate Loans; , and (iv) if in the requested Borrowing consists case of Eurodollar Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each applicable Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (b) Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the Swingline Lender no later than 11:00 a.m. on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of such incurrence. Each such notice shall specify in each case (i) the date of Borrowing (which shall be a Business Day) and (ii) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing. Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderhereunder with respect to Swingline Loans, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower as a person entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's ’s record of the terms of such telephonic notice shall be conclusive absent manifest error. (c) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loans, to the making of Mandatory Borrowings as set forth in such Section.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansLoans hereunder, it shall give the Administrative Agent at its Notice Office, , (Ax) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. 12:00 Noon (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing proposed incurrence of Eurodollar Loans to be made hereunder, or and (By) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice OfficeNew York time) on the proposed date thereof thereof, written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing proposed incurrence of Prime Base Rate Loans (other than Revolving Loans made pursuant to be made hereunderSection 3.05(a)(ii)). Each such notice (each such noticeeach, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable A and shall specify: specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; incurrence, (ii) the date of the Borrowing incurrence (which shall be a Business Day); , (iii) whether the Loans to be made pursuant to such incurrence shall be Term Loans or Revolving Loans and (iv) whether the respective Borrowing shall consist of Prime Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Loans; Loans and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender that is required to make Loans of the Tranche specified in the respective Notice of Borrowing written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, incurrence of such Loans and of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (b) The Borrower irrevocably agrees, by accepting the issuance of any Letter of Credit, to the incurrence of Revolving Loans as set forth in Section 3.05(a)(ii). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act Agent, prior to receipt of written confirmation confirmation, may act without liability upon the basis of and consistent with such telephonic notice notice, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errornotice, unless such record reflects gross negligence or willful misconduct on the part of the Administrative Agent.

Notice of Borrowing. (ai) Whenever the Each borrowing of a Eurodollar Loan under Section 3.1 shall be made on notice given by Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, Lender no later than three (A3) BORROWINGS OF EURODOLLAR LOANS: Business Days prior to 11:00 A.M. (local time at its the requested Funding Date for such Eurodollar Loan. The Notice Office), at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) the date of the Borrowing requested Funding Date (which shall be a Business Day); , (ii) the amount of the proposed borrowing, and (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period elected by Borrower with respect to be initially applicable theretosuch proposed Eurodollar Loan. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered Failure by the Borrower to deliver a Notice of Borrowing relating thereto. (bwith respect to a request for a Eurodollar Loan or a request for a borrowing of a Eurodollar Loan which would exceed the limitations set forth in Section 3.1(h) Without in any way limiting shall be deemed and shall constitute the obligation of the Borrower's election that such proposed borrowing shall be a Prime Rate Loan; and failure by Borrower to confirm make such election described in writing any the immediately preceding clause (iii) shall be deemed and shall constitute Borrower's election that the Interest Period with respect to the proposed borrowing shall be a one (1) month period. In lieu of delivering a Notice of Borrowing, Borrower may give Lender telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis any requested borrowing of such telephonic notice believed a Eurodollar Loan by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices time required under this Agreement on behalf of the Borrower. In each Section 3.1A(a); provided, that such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errorconfirmed in writing by delivery to Lender (x) on the same Business Day, of a telecopy of a written Notice of Borrowing which has been signed by an authorized officer of Borrower and (y) promptly (and in no event later than three (3) Business Days after the Funding Date in respect of the applicable Eurodollar Loans), of a Notice of Borrowing containing the original signature of an authorized officer of Borrower.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 A.M. 1:00 P.M. (local time at its Notice OfficeCleveland, Ohio time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or and at least one Business Day's prior written notice (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Base Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") (or the written confirmation) shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, A-1 and in any event shall be irrevocable and shall specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) the date of the Borrowing (which shall be a Business Day); and (iii) whether the respective Borrowing shall consist of Prime Base Rate Loans or Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansTerm Loans hereunder on or after the Effective Date, it an Authorized Representative of the Borrower shall give the Administrative Agent at its the Notice Office, Office prior written notice (Aor telephonic notice promptly confirmed in writing) BORROWINGS OF EURODOLLAR LOANS: prior to not later than 10:00 A.M. (New York time) on the date of each Base Rate Loan incurred hereunder, and not later than 11:00 A.M. (local time at its Notice Office), at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice OfficeNew York time) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of third Business Day prior to each Borrowing of Prime Rate Loans to be made Eurodollar Loan incurred hereunder. Each such written notice or written confirmation of telephonic notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing“Notice of Borrowing”), except as otherwise expressly provided in Section 1.10, shall be substantially irrevocable and shall be given by an Authorized Representative of the Borrower in the form of Exhibit B-1A-1, and in any event shall be irrevocable and shall appropriately completed to specify: (i) the aggregate principal amount of the Term Loans to be made incurred pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); ) and (iii) whether the Term Loans being incurred pursuant to such Borrowing shall consist of Prime are to be initially maintained as Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such the Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderof any Borrowing, conversion or prepayment of Term Loans, the Administrative Agent Agent, may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing, conversion or prepayment, as the case may be, believed by the Administrative Agent Agent, in good faith to be from an Authorized Officer Representative of the Borrower entitled prior to give telephonic notices under this Agreement on behalf receipt of the Borrowerwritten confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's ’s record of the terms of such telephonic notice shall be conclusive of such Borrowing, conversion or prepayment of Term Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansLoans hereunder, it a Responsible Officer of the Borrower shall give the Administrative Agent at its the Notice Office, , written notice (Aor telephonic notice promptly confirmed in writing) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), on the date of each Borrowing of Base Rate Loans and at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans Loan to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (local time at its Notice OfficeNew York City time) on the proposed date thereof such day. Each such written notice or written confirmation of telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), except as otherwise expressly provided in Section 1.10, shall be substantially irrevocable and shall be given by a Responsible Officer of the Borrower in the form of Exhibit B-1A-1, and in any event shall be irrevocable and shall specify: (i) appropriately completed to specify the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) , the date of the such Borrowing (which shall be a Business Day); (iii) and whether the Loans being made pursuant to such Borrowing shall consist of Prime are to be initially maintained as Base Rate Loans or Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (ba) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderof any Borrowing, conversion or prepayment of Loans, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing, conversion or prepayment, believed by the Administrative Agent in good faith to be from an Authorized a Responsible Officer of the Borrower entitled prior to give telephonic notices under this Agreement on behalf receipt of the Borrowerwritten confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errorof such Borrowing, conversion or prepayment.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loansmake a Borrowing hereunder, it shall give the Administrative Agent at its Notice Office, Office on the date that a Base Rate Loan is to be made prior written notice (Aor telephonic notice promptly confirmed in writing) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), of each Base Rate Loan and at least three Business Days' prior written (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) notice of each Borrowing of Eurodollar Loans Loan to be made hereunder, or provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice OfficeNew York time) on the proposed date thereof such day. Each such written notice or written confirmation of telephonic notice (each a "Notice of Borrowing"), except as otherwise expressly provided in the case of telephonic noticeSection 1.10, promptly confirmed in writing if so requested shall be irrevocable and shall be given by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially Borrower in the form of Exhibit B-1A attached hereto, and in any event shall be irrevocable and shall specify: (i) appropriately completed to specify the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) , the date of the such Borrowing (which shall be a Business Day); (iii) , whether the Loans being made pursuant to such Borrowing shall consist of Prime constitute Term Loans or Revolving Loans and whether the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderof any Borrowing of Loans, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing, believed by the Administrative Agent in good faith to be from an Authorized Officer prior to receipt of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrowerwritten confirmation. In each such case, the Administrative Borrower hereby waives the right to dispute the Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errorof such Borrowing of Loans.

Notice of Borrowing. (a) Whenever Each Borrowing, each conversion of Loans from one Type to the Borrower desires other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office)Agent, at least three Business Days' prior written or telephonic notice (which may be given by telephone; provided that, in the case of any Borrowing, telephonic notice, promptly confirmed in writing notice may be given only if so requested by the Administrative Agent) Applicable Percentage of each Lender with respect to such Borrowing of Eurodollar Loans to will be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunderUnadjusted Applicable Percentage. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested must be received by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: not later than 11:00 a.m. (i) four (4) Business Days prior to the aggregate requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (ii) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Loans having an Interest Period other than one (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., four (4) 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. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a principal amount of the $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c), each Borrowing of or conversion to Base Rate Loans to shall be made pursuant to such Borrowing; in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (iiwhether telephonic or written) shall specify (A) the Facility and 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, under such Facility, (B) the requested date of the Borrowing Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); , (iiiC) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, (E) if applicable, the duration of the Interest Period with respect thereto, (F) the Borrowing Base applicable to the requested Borrowing, (G) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if Lenders will be required to fund the requested Borrowing consists based on the respective Unadjusted Applicable Percentage or Adjusted Applicable Percentage, (H) each Lender’s Applicable Percentage of Eurodollar the requested Borrowing, (I) each Lender’s Revolving Exposure after giving effect to the requested Borrowing, (J) the NYGB Borrowing Base applicable to the requested Borrowing and (K) the amount of the NYGB Borrowing Base Availability. 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, Base Rate Loans, . Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to be initially the applicable theretoTerm SOFR Loans. The Administrative Agent shall promptly give each Lender written notice (If the Borrower requests a Borrowing of, conversion to, or telephonic notice promptly confirmed in writing) continuation of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating thereto. (b) Without Term SOFR Loans in any way limiting the obligation such Loan Notice, but fail to specify an Interest Period, it will be deemed to have specified an Interest Period of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errorone (1) month.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, the Administrative Agent’s Office (Ai) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. 1:00 p.m. (local time at its Notice Office), New York City time) at least three Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each the Borrowing of Eurodollar Initial Term Loans or any Borrowing of Incremental Term Loans (unless otherwise set forth in the applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be made hereunderinitially Eurodollar Loans, or and (Bii) BORROWINGS OF PRIME RATE LOANS: written notice (or telephonic notice promptly confirmed in writing) prior to 11:00 A.M. 1:00 p.m. (local time at its Notice OfficeNew York City time) on the proposed date thereof written prior to the date of the Borrowing of Initial Term Loans or telephonic any Borrowing of Incremental Term Loans, as the case may be, if all or any of Table of Contents such Term Loans are to be ABR Loans. Such notice (in the case together with each notice of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each a Borrowing of Prime Rate Revolving Credit Loans pursuant to be made hereunder. Each such Section 2.3(b) and each notice (each such noticeof a Borrowing of Swingline Loans pursuant to Section 2.3(c), a "NOTICE OF BORROWING"“Notice of Borrowing”) shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable D and shall specify: specify (i) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made pursuant to such Borrowing; made, (ii) the date of the Borrowing (which shall be a Business Day); be, (x) in the case of the Initial Term Loans, the Closing Date and, (y) in the case of the Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Loans and/or Eurodollar Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include Eurodollar Loans, the Interest Period to be initially applicable thereto; provided that the Notice of Borrowing for the Borrowing of Initial Term Loans may be revocable and conditioned upon the closing of the Sheridan Acquisition; provided further that each Notice of Borrowing for a Borrowing of Term Loans other than the Initial Term Loans shall be irrevocable. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Initial Term Loans or Incremental Term Loans, as the case may be, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. (b) Whenever the Borrower desires to Incur Revolving Credit Loans hereunder (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings under Letters of Credit), it shall give the Administrative Agent at the Administrative Agent’s Office, (i) prior to 1:00 p.m. (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Revolving Credit Loans that are Eurodollar Loans and (ii) prior to 1:00 p.m. (New York City time) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Revolving Credit Loans that are to be ABR Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day) and (iii) whether the respective Borrowing shall consist of Prime Rate ABR Loans or Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Revolving Credit Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (bc) Without in any way limiting the obligation of Whenever the Borrower desires to confirm in writing any telephonic notice permitted to be given incur Swingline Loans hereunder, it shall give the Administrative Agent may act written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Swingline Loans prior to receipt 3:00 p.m. (New York City time) or such later time as agreed by the Swingline Lender on the date of such Borrowing. Each such notice shall specify (i) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing and (ii) the date of Borrowing (which shall be a Business Day). The Administrative Agent shall promptly give the Swingline Lender written confirmation without liability notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Swingline Loans and of the other matters covered by the related Notice of Borrowing. Table of Contents (d) Mandatory Borrowings shall be made upon the basis of such telephonic notice believed by the Administrative Agent specified in good faith to be from an Authorized Officer of Section 2.1(d)(ii), with the Borrower entitled irrevocably agreeing, by its incurrence of any Swingline Loan, to give telephonic notices under this Agreement on behalf the making of the Borrower. In each Mandatory Borrowings as set forth in such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errorSection.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansLoans under any Facility (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at its the Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: , prior to 11:00 A.M. 12:00 Noon (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing proposed incurrence of Eurodollar Loans to be made hereunder, or and at least one Business Day's prior written notice (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing proposed incurrence of Prime Base Rate Loans to be made hereunderLoans. Each such notice (each such noticeeach, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, A and in any event shall be irrevocable and shall specify: specify (i) the Facility pursuant to which such incurrence is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; incurrence, (iiiii) the date of the Borrowing incurrence (which shall be a Business Day); ) and (iiiiv) whether the respective Borrowing shall consist of Prime Base Rate Loans or Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender with commitments pursuant to the respective Facility written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowingincurrence of Loans, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (bi) Whenever the Borrower desires to make a Borrowing of Swingline Loans hereunder, it shall give the Swingline Lender, prior to 2:00 P.M. (New York time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (x) the date of such Borrowing (which shall be a Business Day) and (y) the aggregate principal amount of the Swingline Loan to be made pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(d), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 1.01(d). (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent Agent, the Swingline Lender (in the case of a Borrowing of Swingline Loans), or the respective Letter of Credit Issuer (in the case of the issuance of Letters of Credit), as the case may act be, may prior to receipt of written confirmation act without liability upon the basis of and consistent with such telephonic notice notice, believed by the Administrative Agent Agent, the Swingline Lender or the respective Letter of Credit Issuer in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's, the Swingline Lender's or the respective Letter of Credit Issuer's record of the terms of such telephonic notice shall be conclusive absent manifest errornotice, unless such record reflects gross negligence or willful misconduct on the part of the Administrative Agent, the Swingline Lender or the respective Letter of Credit Issuer, as the case may be.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans, it an Authorized Officer of the Borrower shall give the Administrative Agent at its Notice Office, , (Ax) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice OfficeNew York time), at least three (3) Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or or (By) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 10:00 A.M. (local time at its Notice OfficeNew York time) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) day of each Borrowing of Prime Base Rate Loans to be made hereunderLoans, prior written notice (or telephonic notice promptly confirmed in writing). Each such notice (each such a “Notice of Borrowing”), except as otherwise expressly provided in Section 1.10, shall be irrevocable, and, in the case of a written notice and a confirmation of telephonic notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1A hereto, and in any event shall be irrevocable and shall specify: appropriately completed to specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); , (iii) whether the respective Borrowing shall consist of Prime Term Loans, Revolving Loans or Incremental Term Loans, and if Incremental Term Loans, the specific Tranche thereof and (iv) whether the respective Borrowing shall consist of Base Rate Loans or Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Borrowing, written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, case the Administrative Agent's ’s record of the terms of any such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever When the Borrower desires to incur LoansLoans hereunder, it the Borrower shall give the Administrative Agent at its the Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: Office at least five Business Days’ prior notice thereof; provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (local time at its New York City time) on such day. Such notice (the “Notice Officeof Borrowing”), at least three Business Days' prior written shall be irrevocable and shall be in writing, or telephonic notice (in the case of telephonic notice, by telephone promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunderwriting, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1A, and in any event shall be irrevocable and shall appropriately completed to specify: (i) the aggregate principal amount of the Loans to be made incurred pursuant to such Borrowing; Borrowing and (ii) the date of the such Borrowing (which shall be a Business Day); (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly (and in any event within one Business Day of receipt of a Notice of Borrowing) give each Lender written notice (or telephonic notice promptly confirmed in writing) of each such proposed Borrowing, of such Lender's ’s proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderof any Borrowing or prepayment of Loans, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled Borrower, prior to give telephonic notices under this Agreement on behalf receipt of the Borrowerwritten confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's ’s record of the terms of such telephonic notice shall be conclusive of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, the Administrative Agent’s Lending Office written notice (Aor telephonic notice promptly confirmed in writing) BORROWINGS OF EURODOLLAR LOANS: prior to (a) in the case of a LIBOR Loan, 11:00 A.M. a.m. (local time at its Notice Office), New York City time) at least three Business Days' Days prior written or telephonic notice to the date of the proposed borrowing, and (b) in the case of telephonic noticean ABR Loan, promptly confirmed in writing if so requested by the Administrative Agent12:00 Noon (New York City time) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: at least one Business Day prior to 11:00 A.M. (local time at its Notice Office) on the date of the proposed date thereof written or telephonic borrowing. Such notice (a “Notice of Borrowing”) shall be revocable (i) to the extent provided in Section 2.14(b), (ii) in the case of telephonic noticea Funding Date intended to occur concurrently with the Acquisition Date, promptly confirmed if the Acquisition is not consummated or is delayed and (iii) if any of the other conditions in writing if so requested by Section 4.02 or 4.03, as applicable, that are not reasonably within the Administrative Agent) control of each the Borrower are not satisfied or waived. Such Notice of Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; made, (ii) the proposed date of the Borrowing Loans (which shall be a Business Day); , (iii) whether the Borrowing shall consist of Prime Rate such Loans are to be ABR Loans or Eurodollar LIBOR Loans and, if LIBOR Loans; , the initial Interest Period applicable thereto, and (iv) if remittance instructions for disbursement of the requested proceeds of the Loans. Each Notice of Borrowing consists shall be in substantially the form of Eurodollar Loans, the Interest Period to be initially applicable thereto. Exhibit H. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each the proposed Borrowingborrowing of Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansLoans hereunder, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), Office at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) the date of the Borrowing (which shall be a one Business Day); (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender 's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan, and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each a "Notice of Borrowing"), shall be irrevocable and shall be given by the Borrower in the form of Exhibit A, appropriately completed to specify (i) the date of such incurrence (which shall be a Business Day), (ii) the aggregate principal amount of the Loans to be made and (iii) whether such Loans being made are to be initially maintained as Base Rate Loans or Eurodollar Loans. The Administrative Agent shall promptly (and in any event within one Business Day after its receipt of a Notice of Borrowing) give each Bank notice of such proposed Borrowingincurrence, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderof any incurrence of Loans, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled prior to give telephonic notices under this Agreement on behalf receipt of the Borrowerwritten confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice shall be conclusive notice, absent manifest error.

Notice of Borrowing. (a) Whenever the The Borrower desires to incur Loans, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: the Administrative Agent’s Office prior to 11:00 A.M. a.m. (local time at its Notice Office), Central time) (i) at least three Business Days' ’ prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each the Borrowing of Eurodollar Term Loans if all or any of such Term Loans are to be made hereunderinitially LIBOR Loans, or and (Bii) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. written notice (local time at its Notice Officeor telephonic notice promptly confirmed in writing) on the proposed date thereof written or telephonic notice (in of the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Term Loans if all such Term Loans are to be made hereunderABR Loans. Each such notice (each such notice, a "NOTICE OF BORROWING") Such Notice of Borrowing shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable L hereto and shall specify: specify (i) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowing; made, (ii) the date of the Borrowing (which shall be a Business Day); the Closing Date) and (iii) whether the Borrowing Term Loans shall consist of Prime Rate ABR Loans or Eurodollar Loans; and (iv) and/or LIBOR Loans and, if the requested Borrowing consists of Eurodollar Term Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Borrowing by no later than 12:00 p.m. (Central time). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each the proposed BorrowingBorrowing of Term Loans, of such Lender's ’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. If the Borrower fails to specify a whether any Term Loans shall consist of ABR Loans or LIBOR Loans in a Notice of Borrowing, then the applicable Term Loans shall be made as ABR Loans. If the Borrower requests a Borrowing relating theretoof LIBOR Loans in any Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the Term Loans. (c) [Intentionally Omitted]. (d) [Intentionally Omitted]. (e) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderit may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized a Senior Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's ’s record of the terms of any such telephonic notice shall be conclusive absent manifest errornotice.

Notice of Borrowing. (a) Whenever the either Borrower desires to incur Loansmake a Borrowing hereunder (excluding Borrowings of Revolving Loans and Swingline Loans incurred pursuant to Mandatory Borrowings), it shall give the Administrative Agent Agent, at its Notice Office, , (Ax) BORROWINGS OF EURODOLLAR LOANS: in the case of a Revolving Loan denominated in U.S. Dollars, prior to 11:00 10:00 A.M. (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or and at least one Business Day's prior written notice (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Base Rate Loans to be made hereunder and (y) in the case of an Alternate Currency Loan, prior to 10:00 A.M. (London time), at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing to be made hereunder. Each such notice (each such a "Notice of Borrowing") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1A-1, and in any event shall be irrevocable and shall specify: appropriately completed to specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; , (ii) the date of the such Borrowing (which shall be a Business Day); , (iii) whether the Loans being made pursuant to such Borrowing shall constitute Term Loans or Revolving Loans (and, if Revolving Loans, the requested Currency) and (iv) whether the respective Borrowing shall consist of Prime Base Rate Loans or Eurodollar Loans; and (iv) or, to the extent permitted hereunder, Euro Rate Loans and, if the requested Borrowing consists of Eurodollar Euro Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Lender's proportionate share thereof and of the other matters covered by the Notice of Borrowing relating theretoBorrowing. (bi) Whenever the Company desires to incur Swingline Loans hereunder, it shall give BTCo not later than 2:00 P.M. (New York time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (x) the date of such Borrowing (which shall be a Business Day) and (y) the aggregate principal amount of the Swingline Loan to be made pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(e), with the Company irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 1.01(e). (c) Without in any way limiting the obligation of the applicable Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent or BTCo (in the case of a Borrowing of Swingline Loans) or the Letter of Credit Issuer (in the case of the issuance of Letters of Credit), as the case may act be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent Agent, BTCo or the Letter of Credit Issuer, as the case may be, in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the applicable Borrower. In each such case, the The Administrative Agent's, BTCo's or the Letter of Credit Issuer's record of the terms of such telephonic notice shall be final, conclusive and binding absent manifest error.

Notice of Borrowing. (a) Whenever the Borrower desires to incur Loansmake a Borrowing hereunder, it shall give the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), Office at least three Business Days' prior written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writing), be substantially in the form of Exhibit B-1, and in any event shall be irrevocable and shall specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing; (ii) the date of the Borrowing (which shall be a one Business Day); (iii) whether the Borrowing shall consist of Prime Rate Loans or Eurodollar Loans; and (iv) if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender 's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each, a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A, appropriately completed to specify the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, the date of such Borrowing (which shall be a Business Day), and whether the Revolving Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Bank notice of such proposed Borrowing, of such LenderBank's proportionate share thereof and of the other matters covered required by the immediately preceding sentence to be specified in the Notice of Borrowing relating theretoBorrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderof any Borrowing of Revolving Loans, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing, believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower entitled prior to give telephonic notices under this Agreement on behalf receipt of the Borrower. In each such case, the Administrative Agent's record of the terms of such telephonic notice shall be conclusive absent manifest errorwritten confirmation.

Notice of Borrowing. (a) Whenever the Borrower desires to ------------------- incur LoansRevolving Loans (excluding Revolving Loans incurred pursuant to a Mandatory Borrowing), it the Borrower shall give the Administrative Agent at its the Notice Office, , (Ax) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. 12:00 Noon (local time at its Notice OfficeNew York time), at least three Business Days' prior written notice (or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Eurodollar Loans to be made hereunder, or and (By) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time New York time), at its Notice Office) on the proposed date thereof least one Business Day's prior written or telephonic notice (in the case of telephonic notice, or tele phonic notice promptly confirmed in writing if so requested by the Administrative Agentwriting) of each Borrowing of Prime Base Rate Loans to be made hereunderLoans. Each such notice (each such noticeeach, a "NOTICE OF BORROWINGNotice of Borrowing") shall (if requested by the Administrative Agent to be confirmed shall, except as provided in writingSection 1.10(b), be substantially irrevocable, and, in the case of each written notice and each written confirmation of tele phonic notice, shall be in the form of Exhibit B-1A-1, and in any event shall be irrevocable and shall appropriately completed to specify: (i) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing; (ii) the date of the such Borrowing (which shall be a Business Day); (iii) whether the respective Borrowing shall consist of Prime Base Rate Loans or or, to the extent permitted hereunder, Eurodollar Loans; and (iv) Loans and, if the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto; and (iv) the respective portions of such Borrowing to constitute Acquisition Loans and Working Capital Loans, as the case may be. (i) Whenever the Borrower desires to incur Swingline Loans, the Borrower shall give BTCo no later than 12:00 Noon (New York time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of such Swingline Loan. Each such notice shall be irrevocable and shall specify in each case (x) the date of such incurrence (which shall be a Business Day) and (y) the aggregate principal amount of the Swingline Loan requested to be made. (ii) Mandatory Borrowings shall be made upon the notice specified in Sec tion 1.01(C)(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section. (c) The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed BorrowingBorrowing of Revolving Loans, of such LenderBank's proportionate share thereof thereof, and of the other matters covered by the respective Notice of Borrowing relating theretoBorrowing. (bd) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent or BTCo (in the case of a Borrowing of Swingline Loans), as the case may act be, may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice notice, believed by the Administrative Agent or BTCo in good faith to be from an Authorized Officer of the Borrower entitled to give telephonic notices under this Agreement on behalf of the Borrower. In each such case, the Administrative Borrower agrees that the Agent's or BTCo's record of the terms of such telephonic notice shall be conclusive absent manifest errorconstitute presumptive evidence of the facts so recorded.

Notice of Borrowing. (a) Whenever the Borrower desires to incur LoansDelayed Draw-Down Term Loans or the Repurchase Term Loan hereunder, it an Authorized Officer shall give Lender at the Administrative Agent at its Notice Office, (A) BORROWINGS OF EURODOLLAR LOANS: prior to 11:00 A.M. (local time at its Notice Office), Office at least three Business Days' ’ prior written notice of each Loan to be incurred hereunder by Notice of Borrowing (as defined below) and any such notice shall be deemed to have been given on a certain day only if given before 3:00 P.M. (Omaha time) on such day, provided that Lender may in its discretion elect to accept as timely requests that are received after 3:00 P.M. (Omaha time) on the applicable Business Day. (b) Whenever Borrower desires to incur Revolving Loans hereunder, except as provided in Section 1.03(d), an Authorized Officer shall give Lender at the Notice Office at least the same day of such proposed Borrowing, a Notice of Borrowing for such Revolving Loan to be incurred hereunder and any such notice shall be deemed to have been given on a certain day only if given before 12:00 P.M. (Omaha time) on such day, provided that Lender may in its discretion elect to accept as timely requests that are received after 12:00 P.M. (Omaha time) on the applicable Business Day. (c) Each such notice described in Section 1.03(a) or telephonic notice Section 1.03(b) (each a “Notice of Borrowing”) shall be irrevocable and shall be in the case of telephonic noticewriting, or by telephone promptly confirmed in writing if so requested by (provided, that at Lender’s election the Administrative Agent) failure to provide written confirmation will not affect the validity of each Borrowing of Eurodollar Loans to be made hereunder, or (B) BORROWINGS OF PRIME RATE LOANS: prior to 11:00 A.M. (local time at its Notice Office) on the proposed date thereof written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of each Borrowing of Prime Rate Loans to be made hereunder. Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested by the Administrative Agent to be confirmed in writingrequest), be substantially in the form of Exhibit B-1A, and in any event shall be irrevocable and shall appropriately completed to specify: (i) the aggregate principal amount of the Loans to be made incurred pursuant to such Borrowing; , and (ii) the date of the such Borrowing (which shall be a Business Day); . (iiid) whether Notwithstanding anything to the Borrowing contrary in this Section 1.03, Borrower hereby requests and authorizes Lender, without any other request or authorization therefor from Borrower and without notice to Borrower and subject to the terms and conditions set forth in this Agreement, make a Revolving Loan at the end of any day in which Borrower shall consist of Prime Rate Loans or Eurodollar Loans; have an overdraft (negative ledger balance) in the Primary Concentration Account (after crediting all deposits received in immediately available funds and (iv) if debiting all withdrawals made and checks presented against the requested Borrowing consists of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Primary Concentration Account and honored by Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, as of such Lender's proportionate share thereof and date), which Revolving Loan shall be in the amount of the other matters covered by negative ledger balance and shall be deposited in the Primary Concentration Account. A Notice of Borrowing relating theretoshall not be required in connection with a Revolving Loan made by Lender to cover any negative ledger balance amount on a day-to-day basis as set forth in the preceding sentence. (be) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunderof any Borrowing or prepayment of Loans, the Administrative Agent Lender may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent Lender in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. Borrower entitled to give agrees that Lender’s record of any telephonic notices under this Agreement on behalf notice of such Borrowing or prepayment of the Borrower. In each such caseLoans, as the Administrative Agent's record of the terms of such telephonic notice shall case may be, will be conclusive binding on Borrower absent manifest error.