Common use of Notice of Borrowings Clause in Contracts

Notice of Borrowings. In order to request a Borrowing, a Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar LIBOR Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be a Eurodollar LIBOR Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar LIBOR Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) Each notice to be given pursuant to this Section 1.03, which shall be substantially in the case form of an ABR Exhibit J hereto (each, a "Notice of Borrowing"), shall be irrevocable, shall be deemed a representation by the Applicable Borrower that all conditions precedent to the Administrative Agent not later than 12:00 noonsuch Borrowing set forth in Section 4.02 and, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar BorrowingLoan under the Acquisition Portion, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable that all additional conditions under Section 4.03 have been satisfied and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is a Swingline Loan or is to be a Eurodollar Borrowing made from the A Term Loan Facility, the B Term Loan Facility, the Acquisition Portion or an ABR Borrowing; the Revolving Portion, (ii) the aggregate principal amount in Dollars, Canadian Dollars or Pounds Sterling of the Loans to be made pursuant to such Borrowing, all of which shall be specified in such manner as is necessary to comply with all limitations on Swingline Loans, Term Loans, Acquisition Loans and Revolving Loans, as the case may be, outstanding hereunder, including without limitation, availability under the Borrowing Base and the applicable Maximum Swingline Amount limitations, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) for notices delivered after the amount thereof; and Closing Date, whether the respective Borrowing shall consist of Base Rate Loans, U.K. Base Rate Loans, Prime Rate Loans or Reserve Adjusted Eurodollar Loans (iiior Acceptances) and, if Reserve Adjusted Eurodollar Loans, whether such Borrowing is to be a Reserve Adjusted Eurodollar BorrowingLoans are U.S. Dollar Loans or Pounds Sterling Loans, the Interest Period with respect to be initially applicable thereto and, if Acceptances, the term applicable thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall as promptly advise as practicable give each Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Bank's proportionate share thereof and of the Lenders other matters covered by the Notice of any notice given pursuant to Borrowing. (b) The provisions of this Section 2.03 and 1.03(b) shall not apply to any Borrowings of Swingline Loans. Whenever the Company desires that the Banks make the Initial Loans, an Authorized Officer of the Company shall give the Administrative Agent at the Administrative Agent's Office prior to Noon (New York time) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of such Borrowing. Whenever a U.S. Borrower desires that the Banks make U.S. Dollar Loans which are Reserve Adjusted Eurodollar Loans under the Loan Facility after the Closing Date, an Authorized Officer of the Applicable Borrower shall give the Administrative Agent at the Administrative Agent's Office prior to Noon (New York time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Lender's portion such Borrowing of the requested BorrowingReserve Adjusted Eurodollar Loans.

Notice of Borrowings. In order to request a Borrowing, a Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR a Base Rate Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar BorrowingLIBOR Borrowing denominated in Dollars, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing or (c) in the case of a LIBOR Borrowing denominated in Euro, to the Administrative Agent not later than 10:00 a.m., New York City time, four Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be denominated in Dollars or Euros; (ii) in the case of a Eurodollar Borrowing denominated in Dollars, whether such Borrowing is to be a LIBOR Borrowing or an ABR a Base Rate Borrowing; (iiiii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iiiiv) if such Borrowing is to be a Eurodollar LIBOR Borrowing, the Interest Period with respect thereto. If In the case of a Borrowing denominated in Dollars, if no election as to the Type of Borrowing is specified in any such notice, then the such requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a (a) The Borrower shall give written or telecopy the Agent a notice (or telephone notice promptly confirmed in writing or by telecopy) (a) substantially in the case form of an ABR Exhibit B attached hereto (a “Notice of Borrowing, to the Administrative Agent ”) not later than 12:00 noon, New York City noon (Boston time, ) (or telephonic notice not later than 12:00 noon (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such proposed Borrowingborrowing, (b) which shall be a Domestic Business Day in the case of a Eurodollar BorrowingBase Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i2) whether such Borrowing is borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to be a Eurodollar Section 2.03(b)(y) hereof, wire instructions. Each Notice of Borrowing or an ABR Borrowing; oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(b) through (iid) have been satisfied on the date of such Borrowing notice and will be satisfied on the date of such borrowing. (which shall be b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Business Day) and Loan of the amount thereof; and (iii) if such Borrowing is other type, or to be a Eurodollar Borrowing, roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto. If no election as , by giving a notice to the Type Agent substantially in the form of Borrowing is specified Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in any such noticea writing substantially in the form of Exhibit C attached hereto), then the requested Borrowing shall be an ABR Borrowing. If no Interest Period provided that (i) with respect to any Eurodollar conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is specified continuing (in any which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such noticecontinuations, then such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower giving fails to give a Notice of Conversion for a LIBOR Loan the notice of Borrowing Borrower shall be deemed to have selected an Interest Period of one month's duration. If elected to convert such Loan to a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to Base Rate Loan on the end last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given amounts and pursuant to this Section 2.03 and such elections so that, after giving effect thereto, the aggregate principal amount of each Lender's portion all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of the requested Borrowing$100,000.

Notice of Borrowings. In order to request a Borrowing, a Borrower shall give written or telecopy faxed notice (or telephone notice promptly confirmed in writing or by telecopyfax) (a) in the case of an ABR a Base Rate Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, Borrowing or (b) in the case of a Eurodollar LIBOR Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City timeLocal Time, three Business Days before such proposed BorrowingBorrowing (or in the case of a LIBOR Borrowing to be made on the Initial Funding Date, one Business Day). Such notice shall be irrevocable irrevocable, and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such Borrowing is to be denominated in Dollars or Euros; (ii) in the case of a Eurodollar Borrowing denominated in Dollars, whether such Borrowing is to be a LIBOR Borrowing or an ABR a Base Rate Borrowing; (iiiii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iiiiv) if such Borrowing is to be a Eurodollar LIBOR Borrowing, the Interest Period with respect thereto; (v) the location and number of the account of the Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c), or, in the case of any Base Rate Borrowing requested to finance the reimbursement of a Reimbursement Obligation as provided in Section 2.22(h), the identity of the applicable Issuer; and (vi) that as of such date Sections 4.03(a) and 4.03(b) are satisfied. If In the case of a Borrowing denominated in Dollars, if no election as to the Type of Borrowing is specified in any such notice, then the such requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a the Borrower shall give the Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) ) (a) in the case of a Eurodollar Borrowing, not later than 10:00 a.m., Charlotte time, three Business Days before a proposed Borrowing and (b) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon11:00 a.m., New York City Charlotte time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such Any such notice of Borrowing shall be irrevocable irrevocable, shall be substantially in the form of Exhibit J hereto, and shall in each case refer to this Agreement, identify the applicable Borrower Amended Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 2.04 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 2.04 and of each Lender's portion of the requested Borrowing, which, in the case of a Eurodollar Borrowing, the Agent shall use reasonable efforts to give the Lenders at least two days prior notice thereof.

Notice of Borrowings. In order to To request a Borrowing, a the Borrower shall give the Administrative Agent written or telecopy fax notice substantially in the form of Exhibit G (or telephone notice promptly confirmed in writing or by telecopyfax) (a) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 11:00 a.m., New York City time, three Business Days before a proposed borrowing (or such shorter period of time as may be agreed to by the Administrative Agent) or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the day of a proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify the following information: (i) whether the Type (e.g., Eurodollar or ABR) of such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; ; (ii) the aggregate amount of such Borrowing; (iii) the date of such Borrowing (which shall be a Business Day); (iv) and in the amount thereof; and (iii) if such Borrowing is to be case of a Eurodollar Borrowing, the Interest Period with respect thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (v) the number and location of the account to which funds are to be disbursed; provided, however, that, notwithstanding any contrary specification in any such notice, each requested Borrowing shall comply with the requirements set forth in Section 2.02. 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 Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 2.03, and of each such Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar LIBOR Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be a Eurodollar LIBOR Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar LIBOR Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. (a) In order to request a Borrowing, a the applicable Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) to the Administrative Agent in the form of Exhibit B (ai) in the case of a LIBOR Borrowing denominated in US Dollars or a NIBOR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, (ii) in the case of a LIBOR Borrowing denominated in a Committed Foreign Currency, not later than 11:00 a.m., New York City time, four Business Days before a proposed Borrowing and (iii) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such on the day of a proposed Borrowing. Such ; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. (b) Any Borrowing Request shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify the following information in compliance with Section 2.02: (i) whether such the requested Borrowing is to be a Eurodollar Revolving Borrowing or an ABR a Term Borrowing; ; (ii) the Borrower submitting such Borrowing Request; (iii) the Class, currency and aggregate principal amount of the requested Borrowing; (iv) the date of such Borrowing (the requested Borrowing, which shall be a Business Day; (v) and in the amount thereof; and (iii) if such case of a Term Borrowing or a Revolving Borrowing denominated in US Dollars, whether the requested Borrowing is to be a Eurodollar LIBOR Borrowing, a NIBOR Borrowing or an ABR Borrowing; (vi) in the case of a LIBOR Borrowing or a NIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; and (vii) the location and number of the Borrower's account to which funds are to be credited, which shall comply with the requirements of Section 2.06. If no currency is specified with respect theretoto any requested LIBOR or NIBOR Revolving Borrowing, then the applicable Borrower shall be deemed to have selected US Dollars. If no election as to the Type of a requested Borrowing is specified in any such noticespecified, then the requested Borrowing shall be (i) in the case of a Borrowing denominated in US Dollars, an ABR Borrowing and (ii) in the case of a Borrowing denominated in a Committed Foreign Currency, a LIBOR Borrowing. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested LIBOR or NIBOR Borrowing, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If Promptly following receipt of a Borrower shall not have given notice Borrowing Request in accordance with this Section 2.03 of its election to refinance a Borrowing prior to Section, the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise each Lender of the Lenders of any notice given pursuant to this Section 2.03 details thereof and of each the amount of such Lender's portion Loan to be made as part of the requested Borrowing.

Notice of Borrowings. (a) In order to request a Syndicated Borrowing, a the Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) to the Servicing Agent in the case form of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, Exhibit B (bi) in the case of a Eurodollar LIBOR Borrowing, to the Administrative Agent not later than 10:00 11:00 a.m., New York City time, three Business Days before such a proposed Borrowing and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the day of a proposed Borrowing. Such No Competitive Loan shall be requested or made pursuant to a Syndicated Borrowing Request. (b) The Servicing Agent may waive any prior notice in connection with any Syndicated Borrowing to be made on the date hereof. Any notice given pursuant to this Section 2.04 shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower ---- Agreement and specify (ix) whether such Borrowing is to be a Eurodollar LIBOR Borrowing or an ABR Borrowing; (iiy) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iiiz) if such Borrowing is to be a Eurodollar LIBOR Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Servicing Agent shall promptly advise the Lenders having Commitments of any the applicable Class of each notice given pursuant to this Section 2.03 2.04 and of each such Lender's portion of the ---- requested Borrowing.

Notice of Borrowings. (a) In order to request a Revolving Borrowing, a the Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) to the Servicing Agent in the case form of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, Exhibit B (bi) in the case of a Eurodollar LIBOR Revolving Borrowing, to the Administrative Agent not later than 10:00 11:00 a.m., New York City time, three Business Days before such a proposed Borrowing, (ii) in the case of a NIBOR Borrowing, not later than 11:00 a.m., New York City time, two Business Days before a proposed Borrowing and (iii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the day of a proposed Borrowing. Such No Fixed Rate Loan shall be requested or made pursuant to a Revolving Borrowing Request. (b) The Servicing Agent may waive any prior notice in connection with any Revolving Borrowing to be made on the date hereof. Any notice given pursuant to this Section 2.04 shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (ix) whether such Borrowing is to be a Eurodollar LIBOR Revolving Borrowing, a NIBOR Borrowing or an ABR Borrowing; (iiy) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iiiz) if such Borrowing is to be a Eurodollar LIBOR Borrowing or a NIBOR Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Revolving Borrowing or NIBOR Borrowing is specified in any such notice, then the applicable Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one monthweek's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Servicing Agent shall promptly advise the Lenders of any each notice given pursuant to this Section 2.03 2.04 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a (a) The Borrower shall give the Agent a written or telecopy notice substantially in the form of Exhibit B attached hereto (or telephone notice promptly confirmed in writing or by telecopya “Notice of Borrowing”) not later than 1:00 p.m. (Boston, Massachusetts time) (ai) on the Domestic Business Day of each proposed borrowing of an Overnight Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing (each such date, a “Borrowing Date”), which shall be a Domestic Business Day in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Overnight Rate Loan or a LIBOR Business Day of such proposed Borrowing, (b) in the case of a Eurodollar BorrowingLIBOR Loan, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i2) whether such borrowing shall be of an Overnight Rate Loan or a LIBOR Loan, and (3) the aggregate principal amount of such borrowing. Each Notice of Borrowing is shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through (d) (and, in the case of the initial Loan to be a Eurodollar Borrowing or an ABR Borrowing; (iimade hereunder, Section 3.01) have been satisfied on the date of such Borrowing notice and will be satisfied on the date of such borrowing. (which shall be b) The Borrower may elect from time to time to convert any outstanding Overnight Rate Loan or LIBOR Loan to the Borrower to a Business Day) and Loan of the amount thereof; and (iii) if such Borrowing is other type, or to be a Eurodollar Borrowing, roll over any outstanding LIBOR Loan to the Borrower upon the expiration of an Interest Period with respect thereto. If no election as , by giving a notice to the Type Agent substantially in the form of Borrowing is specified Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in any such noticea writing substantially in the form of Exhibit C attached hereto), then the requested Borrowing shall be an ABR Borrowing. If no Interest Period provided that (i) with respect to any Eurodollar conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if a Default or Event of Default has occurred and is specified continuing (in which case such Loan shall automatically become an Overnight Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any such noticeDefault or Event of Default of which the Agent has actual knowledge), then (iii) a LIBOR Loan may be converted into an Overnight Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower giving fails to give a Notice of Conversion for a LIBOR Loan the notice of Borrowing Borrower shall be deemed to have selected elected to convert such Loan to an Interest Period of one month's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to Overnight Rate Loan on the end last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given amounts and pursuant to this Section 2.03 and such elections so that, after giving effect thereto, the aggregate principal amount of each Lender's portion of all LIBOR Loans having the requested Borrowingsame Interest Period shall not be less than $1,000,000.

Notice of Borrowings. In order Each Revolving Borrowing shall be made pursuant to request a Borrowing, a Notice of Borrowing and given by the Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noonp.m. (Houston, New York City Texas time, ) on the third Business Day before the date of such the proposed Borrowing, (b) Revolving Borrowing in the case of a Eurodollar BorrowingAdvance, and by the Borrower to the Administrative Agent not later than 10:00 a.m.12:00 p.m. (Houston, New York City Texas time, three ) one Business Days Day before the date of the proposed Revolving Borrowing in the case of a Base Rate Advance. The Administrative Agent shall give each applicable Lender prompt notice on the day of receipt of timely Notice of Borrowing of such proposed BorrowingRevolving Borrowing by facsimile. Such notice Each Notice of Borrowing shall be irrevocable and shall in each case refer to this Agreement, identify by facsimile specifying the applicable Borrower and specify (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the requested date of such Revolving Borrowing (which shall be a Business Day), (ii) and the amount thereof; and requested Type of Advances comprising such Revolving Borrowing, (iii) aggregate amount of such Revolving Borrowing, and (iv) if such Revolving Borrowing is to be a comprised of Eurodollar BorrowingAdvances, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such BorrowingAdvances. In the case of a proposed Revolving Borrowing comprised of Eurodollar Advances, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of notify each Lender's portion applicable Lender of the requested applicable interest rate under Section 2.9, as applicable. Each Lender shall before 11:00 a.m. (Houston, Texas time) on the date of the proposed Revolving Borrowing, make available for the account of its Lending Office to the Administrative Agent at its address referred to in Section 9.7, or such other location as the Administrative Agent may specify by notice to the Lenders, in Same Day Funds, such Lender’s Applicable Percentage of such Revolving Borrowing. Promptly upon the Administrative Agent’s receipt of such funds (but in any event not later than 3:00 p.m. (Houston, Texas time) on the date of the proposed Revolving Borrowing) and provided that the applicable conditions set forth in Article III have been satisfied, the Administrative Agent will make such funds available to the Borrower at its account with the Administrative Agent.

Notice of Borrowings. In order to (a) To request a Borrowing, a the Borrower shall give written or telecopy the Administrative Agent notice (or telephone notice promptly confirmed in writing or by telecopy) thereof (a) in the case of an ABR a Eurodollar Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the three Business Day of such Days before a proposed Borrowing, borrowing and (b) in the case of a Eurodollar an ABR Borrowing, to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City time, three Business Days before such the day of a proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior or given notice to the end Administrative Agent not later than 12:00 noon, New York City time, on the last day of the Interest Period in effect for applicable to such Borrowing that it will not refinance such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders Banks of any notice given pursuant to this Section 2.03 and of each LenderBank's portion of the requested Borrowing.

Notice of Borrowings. In order to To request a Borrowing (other than a Swingline Loan), the Company shall notify the Applicable Agent of such request in writing, by facsimile or other electronic communication, or, in the case of the Administrative Agent only, by telephone (a) in the case of a Eurocurrency Borrowing, a Borrower shall give written or telecopy notice not later than 12:00 noon, Local Time, three Business Days before the date of the proposed Borrowing and (or telephone notice promptly confirmed in writing or by telecopy) (ab) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City timeLocal Time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, Local Time, on the Business Day date of such the proposed Borrowing. Each such Borrowing Request shall be irrevocable, and, in the case of a telephonic request, shall be confirmed promptly by hand delivery, facsimile or other electronic communication to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Company. Each such Borrowing Request shall specify the following information in compliance with Section 2.02: (bi) whether the requested Borrowing is to be a Term Borrowing or Revolving Borrowing; (ii) the currency and aggregate principal amount of the requested Borrowing; (iii) the date of the requested Borrowing, which shall be a Business Day; (iv) the Type of the requested Borrowing; (v) in the case of a Eurodollar Eurocurrency Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is initial Interest Period to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (applicable thereto, which shall be a Business Dayperiod contemplated by the definition of the term “Interest Period”; and (vi) the location and number of the amount thereof; and (iii) if such Borrowing is Company’s account to which funds are to be a Eurodollar disbursed, which shall comply with the requirements of Section 2.06. If no currency is specified with respect to any requested Eurocurrency Revolving Borrowing, then the Interest Period with respect theretoCompany shall be deemed to have selected US Dollars. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested Eurocurrency Borrowing, then the Borrower giving the notice of Borrowing Company shall be deemed to have selected an Interest Period of one month's ’s duration. If Promptly following receipt of a Borrower shall not have given notice Borrowing Request in accordance with this Section 2.03 of its election to refinance Section, the Applicable Agent shall advise each Lender that will make a Borrowing prior to the end Loan as part of the Interest Period in effect for such Borrowing, then requested Borrowing of the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 details thereof and of each Lender's portion the amount of the Loan to be made by such Lender as part of the requested Borrowing.

Notice of Borrowings. (a) In order to request a Revolving Borrowing, a Borrower the Borrowers shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) to the Administrative Agent in the form of Exhibit B (ai) in the case of a LIBOR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing and (ii) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon11:00 a.m., New York City time, on the Business Day of such a proposed Borrowing, . (b) in the case of a Eurodollar Borrowing, to the The Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowingmay waive any prior notice in connection with any Borrowing to be made on the date hereof. Such Any notice given pursuant to this Section shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (ix) whether such Borrowing is to be a Eurodollar LIBOR Borrowing or an ABR Borrowing; (iiy) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iiiz) if such Borrowing is to be a Eurodollar LIBOR Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing Borrowers shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any each notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to To request a Borrowing, a the Borrower shall give written or telecopy the Administrative Agent notice (or telephone notice promptly confirmed in writing or by telecopy) thereof (a) in the case of a Eurodollar Borrowing, not later than 9:00 a.m., Pacific time, three Business Days before the proposed Borrowing and (b) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon9:00 a.m., New York City Pacific time, on the Business Day day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; , (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; thereof and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior or notice to the end Administrative Agent not later than 9:00 a.m., Pacific time, on the last day of the Interest Period in effect for applicable to such Borrowing that it will not refinance such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a The Borrower shall give written or telecopy the Administrative Agent notice (or telephone notice promptly confirmed in writing or by telecopya “Notice of Borrowing”) at its New York address not later than 11:00 A.M. (New York City time) (ai) in the case of an ABR Borrowingany Base Rate Borrowing on the Closing Date, one day prior to the Administrative Agent not later Closing Date, (ii) in the case of any Base Rate Borrowing on any date other than 12:00 noon, New York City timethe Closing Date, on the Business Day date of such proposed Base Rate Borrowing, (biii) in the case of any Euro-Currency Borrowing on the Closing Date, (A) in the case of a Eurodollar Euro-Currency Borrowing with an Interest Period of seven days, on the second Euro-Currency Business Day before such Euro-Currency Borrowing or (B) in the case of a Euro-Currency Borrowing with any Interest Period longer than seven days, on the third Euro-Currency Business Day before such Euro-Currency Borrowing and (iv) in the case of any Euro-Currency Borrowing after the Closing Date, on the third Euro-Currency Business Day before such Euro-Currency Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify specifying: (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (iia) the date of such Borrowing (Borrowing, which shall be a Domestic Business DayDay in the case of a Base Rate Borrowing or a Euro-Currency Business Day in the case of a Euro-Currency Borrowing, (b) and the aggregate amount thereof; and of such Borrowing, (iiic) if whether the Loans comprising such Borrowing is are to be Base Rate Loans or Euro-Currency Loans, and (d) in the case of a Eurodollar Euro-Currency Borrowing, the duration of the Interest Period with respect applicable thereto, subject to the provisions of the definition of Interest Period. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested Euro-Currency Borrowing, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a The Borrower shall give the Administrative Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR a Eurodollar Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the three Business Day of such Days before a proposed Borrowing, borrowing and (b) in the case of a Eurodollar an ABR Borrowing, to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City time, three one Business Days Day before such a proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Revolving Credit Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested BorrowingBorrowing and shall promptly notify each Lender of the determination 38 33 of the Adjusted LIBO Rate applicable to any Eurodollar Loan. The Borrower shall include in its initial notice under this Section all information with respect to amounts to be funded to purchase Existing Term Loans and Assigned Indebtedness, as provided in Section 2.01.

Notice of Borrowings. In order to request a Borrowing, a Whenever the Borrower desires that the Banks make Reserve Adjusted Eurodollar Loans under the Revolving Loan Facility it shall give the Agent at the Agent's Office prior to 10:00 A.M. (New York time) at least three Business Days' prior written or telecopy notice (or telephone telephonic notice promptly confirmed in writing writing) of each such Borrowing of Reserve Adjusted Eurodollar Loans. Whenever the Borrower desires that the Banks make Base Rate Revolving Loans on a same-day basis under the Revolving Loan DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 Facility it shall give the Agent at the Agent's office prior to 10:00 A.M. (New York time) written notice (or by telecopytelephonic notice promptly confirmed in writing) (a) of each such Borrowing of Base Rate Loans. Each such notice, which shall be substantially in the case form of an ABR Exhibit J hereto (each a "Notice of Borrowing"), to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable irrevocable, shall be deemed a representation by the Borrower that all conditions precedent to such Borrowing set forth in Section 4.02 have been satisfied and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is the aggregate principal amount in U.S. dollars of the Loans to be a Eurodollar made pursuant to such Borrowing, all of which shall be specified in such manner as is necessary to comply with all limitations on Revolving Loans outstanding hereunder, including without limitation, availability under the Borrowing or an ABR Borrowing; Base, (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) whether the respective Borrowing shall consist of Base Rate Loans or Reserve Adjusted Eurodollar Loans and, if such Borrowing is to be a Reserve Adjusted Eurodollar BorrowingLoans, the Interest Period with respect to be initially applicable thereto. If no election The Agent shall as to the Type promptly as practicable give each Bank written notice (or telephonic notice promptly confirmed in writing) of Borrowing is specified in any each proposed Borrowing, of such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one monthBank's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end proportionate share thereof and of the Interest Period in effect for such Borrowing, then other matters covered by the Borrower shall (unless such Borrowing is repaid at the end Notice of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a BorrowingWhenever the Borrower desires that the Banks make the Initial Loans, a an Authorized Officer of the Borrower shall give the Agent at the Agent's Office prior to Noon (New York time) at least two Business Days' prior written or telecopy notice (or telephone notice promptly confirmed in writing writing) of such Borrowing. Whenever the Borrower desires that the Banks make Base Rate Loans under the Revolving Portion or by telecopythe Acquisition Portion of the Loan Facility after the Closing Date an Authorized Officer of the Borrower shall give the Agent at the Agent's Office prior to Noon (New York time) on the proposed date of such Borrowing prior written notice (aor telephonic notice promptly confirmed in writing) of each such Borrowing of Base Rate Loans. Whenever the Borrower desires that the Banks make LIBOR Loans under the Revolving Portion or the Acquisition Portion of the Loan Facility it shall give the Agent at the Agent's Office prior to 10:00 A.M. (New York time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of LIBOR Loans. Each such notice, which shall be substantially in the case form of an ABR EXHIBIT J hereto (each a "Notice of Borrowing"), to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable irrevocable, shall be deemed a representation by the Borrower that all conditions precedent to such Borrowing have been satisfied and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be a Eurodollar Borrowing made from the A Term Loan Facility, the B Term Loan Facility, the Acquisition Term Loan Facility or an ABR Borrowing; the Revolving Loan Facility, (ii) the aggregate principal amount in Dollars of the Loans to be made pursuant to such Borrowing, all of which shall be specified in such manner as is necessary to comply with all limitations on Term Loans, Acquisition Term Loans and Revolving Loans outstanding hereunder, including without limitation, in the case of the Revolving Loans availability under the Borrowing Base, and (iii) the date of such Borrowing (which shall be a Business Day). The Agent shall as promptly as practicable give each Bank written notice (or telephonic notice promptly confirmed in writing) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar of each proposed Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one monthBank's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end proportionate share thereof and of the Interest Period in effect for such Borrowing, then other matters covered by the Borrower shall (unless such Borrowing is repaid at the end Notice of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a The Borrower shall give the Agent written or telecopy notice in accordance with the Notice of Borrowing attached hereto as Exhibit 2.03 (or telephone notice promptly confirmed in writing or by telecopy) ) (a) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m.2:00 p.m., New York City time, three Business Days before such a proposed borrowing and (b) in the case of a Base Rate Borrowing or Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, on the day of a proposed borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar Borrowing, Fixed Rate Borrowing or an ABR a Base Rate Borrowing; provided, however, that the Borrower shall be permitted to request a Fixed Rate Borrowing only if the Agent has indicated that a Fixed Rate Borrowing of the requested Interest Period is then being made available by the Agent; and provided, further, that if a Default or Event of Default shall have occurred and is continuing, the request shall be deemed to be a request for a Base Rate Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing or Fixed Rate Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If or if no Interest Period with respect to any Eurodollar Borrowing or Fixed Rate Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected a Base Rate Borrowing with an Interest Period of one monthfive day's duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowinga Base Rate Borrowing of five day's duration. The Administrative Agent shall promptly advise the Lenders Banks of any notice given pursuant to this Section 2.03 and of each LenderBank's portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a Borrower The Company shall give the Administrative Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopywriting) (a) in the case of an ABR a Eurodollar Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the three Business Day of such Days before a proposed Borrowing, borrowing and (b) in the case of a Eurodollar an ABR Borrowing, to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City time, three one Business Days Day before such a proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such Borrowing is to will be of Term Loans, Revolving Loans or a Eurodollar Borrowing or an ABR Borrowing; combination thereof, (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereofof Term Loans and/or Revolving Loans requested; and (iiiii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing Company shall be deemed to have selected an Interest Period of one month's duration. The Loans to be made on the Closing Date shall initially be ABR Loans and unless, in its sole discretion, the Administrative Agent shall otherwise agree, no Loan may be converted into a Eurodollar Loan having an interest period in excess of one month prior to the date that is 60 days after the Closing Date. If a Borrower the Company shall not have given notice in accordance with this Section 2.03 of its election to refinance a Revolving Credit Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower Company shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order Other than in connection with a Swingline Borrowing (which shall be governed by Section 2.23), any Borrower or any Additional Borrower, as applicable, shall give the Administrative Agent an irrevocable Notice of Committed Borrowing (x) not later than 11:00 A.M. (New York City time) (i) two Domestic Business Days prior to request the requested date of any Term SOFR Borrowing and (ii) on the date of each Base Rate Borrowing and (y) not later than 11:00 A.M. (New York City time) on the third Euro-Currency Business Day before each Euro-Currency Borrowing denominated in a Foreign Currency, specifying: (a) the date of such Borrowing, which shall be a Borrower shall give written Domestic Business Day in the case of a Base Rate Borrowing or telecopy notice a Term SOFR Borrowing, or a Euro-Currency Business Day in the case of a Euro-Currency Borrowing denominated in a Foreign Currency, (b) the Class of such Borrowing, (c) the aggregate amount of such Borrowing and, in the case of a Multi-Currency Revolving Borrowing, whether such Borrowing is to be denominated in English pounds sterling, euros or telephone notice promptly confirmed in writing or by telecopy) another Foreign Currency, (ad) in the case of an ABR BorrowingLoans to be made in Dollars, whether the Loans comprising such Borrowing are to the Administrative Agent not later than 12:00 noonbe Base Rate Loans or Term SOFR Loans, New York City time, on the Business Day of such proposed Borrowing, and (be) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be a Eurodollar Term SOFR Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Fixed Rate Borrowing, the duration of the Interest Period with respect applicable thereto, subject to the provisions of the definition of Interest Period. If no election as to the Type of Loans comprising the Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any Eurodollar requested Term SOFR Borrowing is specified in any such noticeor Euro-Currency Borrowing, then the applicable Borrower giving the notice of Borrowing or Additional Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not have given notice be more than a total of ten Euro-Currency Borrowings in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid aggregate at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowingtime outstanding.

Notice of Borrowings. In order to request a Borrowing, a The Borrower shall give the Administrative Agent written or by telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before a proposed borrowing, and (b) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case day of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The In order that each Lender may make a Loan pursuant to the terms set forth in Section 2.02(c), the Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a 2.3.1. An Authorized Officer of Borrower may give Agent Bank, no later than 11:00 a.m. on any Banking Business Day at Agent Bank's office specified in Section 2.07, three (3) full Banking Business Days prior written notice in the form of the Notice of Borrowing ("Notice of Borrowing"), a Borrower shall give written or telecopy notice copy of which is marked "Exhibit C", affixed hereto and by this reference incorporated herein and made a part hereof, for each proposed Borrowing to be made with reference to a LIBO Rate and at least one (or telephone notice promptly confirmed in writing or by telecopy1) (a) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three full Banking Business Days before such prior notice for all other Borrowings, specifying the date and amount of each proposed Borrowing. Such Agent Bank shall give prompt notice of each Notice of Borrowing to Lenders of the amount to be funded and specifying the Funding Date. Not later than 11:00 a.m. on the Funding Date specified, each Lender shall disburse to Agent Bank its Pro Rata Share of the amount to be advanced by each such Lender in lawful money of the United States of America and in immediately available funds. Agent Bank shall make the proceeds of such fundings that it receives from the Lenders on or before 11:00 a.m. available to Borrower by depositing, prior to 1:00 p.m. on the day so received (but not prior to the Funding Date), the amounts received from the Lenders in the Designated Deposit Account maintained with Agent Bank. No Borrowing may exceed the Available Borrowings. Each Borrowing of a Base Rate Loan shall be irrevocable in a minimum amount of Fifty Thousand Dollars ($50,000.00) and in increments of Ten Thousand Dollars ($10,000.00). Borrower shall in be entitled to no more than three (3) Borrowings during each case refer calendar month, exclusive of Borrowings made for the sole purpose of funding repayment of a Swingline Advance or L/C Reimbursement. 2.3.2. The failure of any Lender to this Agreement, identify the applicable Borrower and specify (i) whether such fund its Pro Rata Share of any Borrowing is on any Funding Date shall neither relieve any other Lender of any obligation hereunder to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date fund its Pro Rata Share of such Borrowing (on such Funding Date nor relieve such Lender which has failed to fund its Pro Rata Share of its obligations to Borrower hereunder. No Lender shall be responsible for the failure of any other Lender to fund its Pro Rata Share of such Borrowing on any Funding Date nor shall any Lender be responsible for the failure of any other Lender to perform its respective obligations hereunder. 2.3.3. The provisions set forth in Section 10.10(d) shall be applicable to a Business Day) and Deteriorating Lender to the amount thereof; and (iii) same extent as if such Borrowing is Deteriorating Lender was found to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Unsuitable Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a the Borrowing, a the Borrower shall give written deliver a Notice of Borrowing (which may be delivered by electronic mail or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR a Base Rate Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, Borrowing or (b) in the case of a Eurodollar SOFR Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three U.S. Government Securities Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such the Borrowing is to be a Eurodollar SOFR Borrowing or an ABR a Base Rate Borrowing; (ii) the date of such the Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such the Borrowing is to be a Eurodollar SOFR Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the such requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar SOFR Borrowing is specified in any such notice, then the Borrower giving the notice Notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a (a) The Borrower shall give the Agent written or telecopy telex notice (or telephone notice promptly confirmed in writing or by telecopytelex) (a) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such a proposed Borrowing, (b) in the case of a CD Borrowing, not later than 10:00 a.m., New York City time, two Business Days before a proposed Borrowing and (c) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, one Business Day before a proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and 41 40 specify (i) whether the Borrowing then being requested is to be a Tranche B Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing, a CD Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing or CD Borrowing, the Interest Period with respect thereto. If no election as to the Type 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 Eurodollar Borrowing or CD Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If , in the case of a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Eurodollar Borrowing, then or 30 days' duration, in the Borrower shall case of a CD Borrowing. (unless such Borrowing is repaid at the end of such Interest Periodb) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly and on the same Business Day, if practicable, advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order Subject to request a BorrowingSections 1.01(c) and (d), a after the Closing Date, whenever the Borrower desires that the Banks make Reserve Adjusted Eurodollar Loans under either the Revolving Portion or the Acquisition Portion of the Loan Facility it shall give the Administrative Agent at the Agent's Office at least three Business Days' prior written or telecopy notice (or telephone telephonic notice promptly confirmed in writing writing) of each such Borrowing of Reserve Adjusted Eurodollar Loans; PROVIDED that notice given later than 1:00 P.M. (New York time) shall be deemed to have been given on the following Business Day. Whenever the Borrower desires that the Banks make Base Rate Loans under either the Revolving Portion or by telecopythe Acquisition Portion of the Loan Facility (except for Loans under the Acquisition Portion made as of the Closing Date to replace Existing Acquisition Term Loans) (a) in the case of an ABR Borrowing, to it shall give the Administrative Agent at the Agent's office not later than 12:00 noon, 1:00 P.M. (New York City time, ) on the Business Day date of such proposed BorrowingBorrowing written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Base Rate Loans. Each such notice, (b) which, in the case of a Eurodollar Loan under the Revolving Portion of the Loan Facility, shall be substantially in the form of Exhibit 1.03-1 (each a "NOTICE OF REVOLVING LOAN BORROWING") and, in the case of a Loan under the Acquisition Portion of the Loan Facility (except for Loans under the Acquisition Portion made as of the Closing Date to replace Existing Acquisition Term Loans) shall be substantially in the form of Exhibit 1.03-2 (each a "NOTICE OF ACQUISITION LOAN BORROWING" and, together with a Notice of Revolving Loan Borrowing, to the Administrative Agent not later than 10:00 a.m.each a "NOTICE OF BORROWING"), New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable irrevocable, shall be deemed a representation by the Borrower that all conditions precedent to such Borrowing set forth in Section 4.02 and, in the case of a Loan under the Acquisition Portion (except for Loans under the Acquisition Portion made as of the Closing Date to replace Existing Acquisition Term Loans) that all conditions set forth in Section 4.03, have been satisfied and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is the aggregate principal amount in Dollars of the Loans to be a Eurodollar Borrowing or an ABR made pursuant to such Borrowing; , (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and ), (iii) whether the respective Borrowing shall consist of Base Rate Loans or Reserve Adjusted Eurodollar Loans and, if such Borrowing is to be a Reserve Adjusted Eurodollar BorrowingLoans, the Interest Period with respect thereto. If no election as to be initially applicable thereto and (iv) the Type of Borrowing is specified in any account to which funds advanced under such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowingdeposited. The Administrative Agent shall as promptly advise the Lenders as practicable give each Bank written notice (or telephonic notice promptly confirmed in writing) of any notice given pursuant to this Section 2.03 each proposed Borrowing, of such Bank's proportionate share thereof and of each Lender's portion the other matters covered by the Notice of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a (a) The Borrower shall give written or telecopy the Agent (X) a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 1:00 p.m. (Boston time) (or telephone telephonic notice promptly not later than 12:00 noon (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)), in each case (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan or by telecopyan Overnight Loan, and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (a1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Overnight Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan, an Overnight Loan, or a LIBOR Loan, (3) the aggregate principal amount of such proposed Borrowingborrowing, and (b4) in the case of a Eurodollar BorrowingLIBOR Loan, to the Administrative Agent Interest Period therefor (which shall comply with Section 2.02(c) hereof), and (Y) a duly completed Borrowing Base Report not later than 10:00 a.m.2:00 p.m. (Boston time) on the date of the proposed borrowing of the requested Loan, New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreementprepared as of the close of business on the Domestic Business Day immediately preceding such date, identify provided, that in the case of any borrowing requested on the Effective Date the applicable Borrowing Base Report therefor shall be prepared on a pro forma basis as of the close of business on the Effective Date. Each Notice of Borrowing shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(c), (d) and specify (ie) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) have been satisfied on the date of such Borrowing notice and will be satisfied on the date of such borrowing. (which shall be b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan, Overnight Loan, or LIBOR Loan to a Business Day) and Loan of another type, or to roll over any outstanding LIBOR Loan upon the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the expiration of an Interest Period with respect thereto. If no election as , by giving a notice to the Type Agent substantially in the form of Borrowing is specified Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in any such noticea writing substantially in the form of Exhibit C attached hereto), then the requested Borrowing shall be an ABR Borrowing. If no Interest Period provided that (i) with respect to any Eurodollar conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) except in compliance with Section 2.02(c) hereof, or (2) if an Event of Default has occurred and is specified continuing (in which case such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any such noticeEvent of Default), then (iii) a LIBOR Loan may be converted into a Base Rate Loan or an Overnight Loan, or rolled over as a LIBOR Loan, only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower giving fails to give a timely Notice of Conversion for a LIBOR Loan, the notice of Borrowing Borrower shall be deemed to have selected an elected to continue such Loan as a LIBOR Loan having a one month Interest Period of one month's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to from the end last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given amounts and pursuant to this Section 2.03 and such elections so that, after giving effect thereto, the aggregate principal amount of each Lender's portion of all LIBOR Loans having the requested Borrowingsame Interest Period shall not be less than the Approved Borrowing Amount. (c) The Borrower may not elect an Interest Period for a new LIBOR Loan, or continue or convert a Loan as a LIBOR Loan, if immediately after giving effect thereto there would be more than four different Interest Periods.

Notice of Borrowings. In order to To request a Borrowing, a the Borrower shall give the Administrative Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) thereof (a) in the case of a Term SOFR Borrowing, not later than 9:00 p.m. (Pacific time), one Business Day before a proposed borrowing and (b) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon9:00 a.m. (Pacific time), New York City time, on the Business Day of such proposed Borrowing, (b) in the case day of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar Term SOFR Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Term SOFR Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Term SOFR Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior or given notice to the end Administrative Agent not later than 9:00 a.m. (Pacific time), on the last day of the Interest Period in effect for applicable to such Borrowing that it will not refinance such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a The Borrower shall give the Agent -------------------- written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) ) (a) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City Charlotte time, three Business Days before such a proposed borrowing, (b) in the case of an ABR Borrowing (other than a Swingline Borrowing), not later than 11:00 a.m., Charlotte time, on the Business Day of a proposed borrowing and (c) in the case of a Swingline Borrowing, not later than 1:00 p.m. Charlotte time, on the Business Day of a proposed Swingline Borrowing. Such Any such notice of Borrowing shall be irrevocable irrevocable, shall be substantially in the form of Exhibit M hereto, and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether the Borrowing then being requested is to be a Tranche A Term Borrowing, a Tranche B Term Borrowing, a Revolving Credit Borrowing or a Swingline Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Revolving Credit Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the applicable Lenders or the Swingline Lender, as the case may be, of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR a Base Rate Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, Borrowing or (b) in the case of a Eurodollar LIBOR Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be denominated in Dollars or Euros; (ii) in the case of a Eurodollar Borrowing denominated in Dollars, whether such Borrowing is to be a LIBOR Borrowing or an ABR a Base Rate Borrowing; (iiiii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iiiiv) if such Borrowing is to be a Eurodollar LIBOR Borrowing, the Interest Period with respect thereto. If In the case of a Borrowing denominated in Dollars, if no election as to the Type of Borrowing is specified in any such notice, then the such requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR a U.S. Base Rate Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Canadian Base Rate Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, one Business Day before such proposed Borrowing, or (c) in the case of a LIBOR Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be made under the U.S. Facility or the Canadian/U.S. Facility; (ii) whether such Borrower is a Eurodollar Canadian Borrower or a U.S. Borrower; (iii) whether such Borrowing is to be a LIBOR Borrowing or an ABR a Base Rate Borrowing; (iiiv) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iiiv) if such Borrowing is to be a Eurodollar LIBOR Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR (x) in the case of Loans to Borrowers other than Canadian Borrowers, a U.S. Base Rate Borrowing and (y) in the case of Canadian/U.S. Loans to a Canadian Borrower, a Canadian Base Rate Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a The Borrower shall give the Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed borrowing and (b) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the one Business Day of such before a proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Revolving Credit Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.of

Notice of Borrowings. In order to request a Borrowing, a The Borrower shall give the Administrative Agent written or telecopy telex notice (or telephone notice promptly confirmed in writing or by telecopytelex) (a) in the case of a Eurodollar Borrowing, not later than 10:00 a.m., New York City time, three Business Days before the proposed Borrowing, (b) in the case of an ABR BorrowingBorrowing of Acquisition Loans, to not later than 12:00 noon, New York City time, one Business Day before the Administrative Agent proposed Borrowing and (c) in the case of an ABR Borrowing of Revolving Credit Loans, not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (ia) whether the Borrowing then being requested is to be a Term Borrowing, a Revolving Credit Borrowing or an Acquisition Loan Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (iib) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iiic) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Revolving Credit Borrowing or Acquisition Loan Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The In addition, the Borrower shall give the Administrative Agent shall promptly advise at least 5 Business Days' prior written notice of the Lenders anticipated closing date for any Qualified Acquisition, which notice may be revoked or amended at any time (it being understood that the Borrowing notice with respect to the Loans for such Qualified Acquisition must be given in accordance with the preceding provisions of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.2.03

Notice of Borrowings. In order to request a Borrowing, a The appropriate Borrower shall give the Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) ) (a) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such a proposed borrowing, (b) in the case of a CD Borrowing, not later than 10:00 a.m., New York City time, two Business Days before a proposed borrowing and (c) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, one Business Day before a proposed borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar Borrowing, a CD Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing or CD Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing or CD Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration, in the case of a Eurodollar Borrowing, or 30 days' duration, in the case of a CD Borrowing. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the such Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a Borrower shall give written deliver a Notice of Borrowing (which may be delivered by electronic mail or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR a Base Rate Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar SOFR Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three U.S. Government Securities Business Days before such proposed Borrowing or (c) in the case of a EURIBOR Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, four Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be denominated in Dollars or Euros; (ii) in the case of a Eurodollar Borrowing denominated in Dollars, whether such Borrowing is to be a SOFR Borrowing or an ABR a Base Rate Borrowing; (iiiii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iiiiv) if such Borrowing is to be either a Eurodollar SOFR Borrowing or a EURIBOR Borrowing, the Interest Period with respect thereto. If In the case of a Borrowing denominated in Dollars, if no election as to the Type of Borrowing is specified in any such notice, then the such requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar SOFR Borrowing or EURIBOR Borrowing is specified in any such notice, then the Borrower giving the notice Notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request Other than in connection with a Swingline Borrowing (which shall be governed by Section 2.23), any Borrower or any Additional Borrower, as applicable, shall give the Administrative Agent notice (a “Notice of Committed Borrowing”) (x) at its New York address not later than 11:00 A.M. (New York City time) on the date of each Base Rate Borrowing, (y) at its New York address not later than 11:00 A.M. (New York City time) on the third Universal Business Day before each Euro-Currency Borrowing denominated in Dollars, and (z) at its London address not later than 11:00 A.M. (London time) on the third Universal Business Day before each Euro-Currency Borrowing denominated in a Foreign Currency, specifying: (a) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Base Rate Borrowing, a Borrower shall give written Universal Business Day in the case of a Euro-Currency Borrowing denominated in Dollars or telecopy notice a Euro-Currency Business Day in the case of a Euro-Currency Borrowing denominated in a Foreign Currency, (b) the Class of such Borrowing, (c) the aggregate amount of such Borrowing and, in the case of a Multi-Currency Revolving Borrowing, whether such Borrowing is to be denominated in Dollars, English pounds sterling, euros or telephone notice promptly confirmed in writing or by telecopy) another Foreign Currency, (ad) in the case of an ABR BorrowingLoans to be made in Dollars, whether the Loans comprising such Borrowing are to the Administrative Agent not later than 12:00 noonbe Base Rate Loans or Euro-Currency Loans, New York City time, on the Business Day of such proposed Borrowing, and (be) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Fixed Rate Borrowing, the duration of the Interest Period with respect applicable thereto, subject to the provisions of the definition of Interest Period. If no election as to the Type of Loans comprising the Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested Euro-Currency Borrowing, then the applicable Borrower giving the notice of Borrowing or Additional Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not have given notice be more than a total of 20 Euro-Currency Borrowings in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid aggregate at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowingtime outstanding.

Notice of Borrowings. In order to To request a Borrowing (other than a Swingline Loan), the applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Applicable Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, a Borrower shall give written or telecopy notice not later than 12:00 noon, Local Time, three Business Days before the date of the proposed Borrowing and (or telephone notice promptly confirmed in writing or by telecopy) (ab) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City timeLocal Time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, Local Time, on the Business Day date of such the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Borrowing Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (bi) the Borrower requesting such Borrowing (or on whose behalf the Company is requesting such Borrowing); (ii) whether the requested Borrowing is to be a Term Borrowing, US Tranche Revolving Borrowing or a European Tranche Revolving Borrowing; (iii) the currency and aggregate principal amount of the requested Borrowing; (iv) the date of the requested Borrowing, which shall be a Business Day; (v) the Type of the requested Borrowing; (vi) in the case of a Eurodollar Eurocurrency Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is initial Interest Period to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (applicable thereto, which shall be a Business Dayperiod contemplated by the definition of the term "Interest Period"; and (vii) the location and number of the amount thereof; and (iii) if such Borrowing is relevant Borrower's account to which funds are to be a Eurodollar disbursed, which shall comply with the requirements of Section 2.06. If no currency is specified with respect to any requested Eurocurrency Revolving Borrowing, then the Interest Period with respect theretorelevant Borrower shall be deemed to have selected US Dollars. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be (i) in the case of a Borrowing by the Company, an ABR Borrowing and (ii) in the case of a Borrowing by a European Borrower, a Eurocurrency Borrowing. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested Eurocurrency Borrowing, then the relevant Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If Promptly following receipt of a Borrower shall not have given notice Borrowing Request in accordance with this Section 2.03 of its election to refinance Section, the Applicable Agent shall advise each Lender that will make a Borrowing prior to the end Loan as part of the Interest Period in effect for such Borrowing, then requested Borrowing of the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 details thereof and of each Lender's portion the amount of the Loan to be made by such Lender as part of the requested Borrowing.

Notice of Borrowings. In order to To request a Borrowing, the Company shall notify the Administrative Agent of such request in writing, by facsimile or other electronic communication, or, except in the case of a Borrower shall give written or telecopy notice (or Borrowing denominated in Euro, by telephone notice promptly confirmed in writing or by telecopy) (a) in the case of a LIBOR Borrowing or a EURIBOR Borrowing, not later than 12:00 noon, Local Time, three Business Days before the date of the proposed Borrowing and (b) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon1:00 p.m., New York City timeLocal Time, on the Business Day of such the proposed Borrowing. Each such Borrowing Request shall be irrevocable, and, in the case of a telephonic request, shall be confirmed promptly by hand delivery, facsimile or other electronic communication to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Company. Each such Borrowing Request shall specify the following information in compliance with Section 2.02: (bi) whether the requested Borrowing is to be a Term Borrowing or Revolving Borrowing; (ii) the currency and aggregate principal amount of the requested Borrowing; (iii) the date of the requested Borrowing, which shall be a Business Day; (iv) the Type of the requested Borrowing; (v) in the case of a Eurodollar LIBOR Borrowing or EURIBOR Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is initial Interest Period to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (applicable thereto, which shall be a Business Dayperiod contemplated by the definition of the term “Interest Period”; and (vi) the location and number of the amount thereof; and (iii) if such Borrowing is Company’s account to which funds are to be a Eurodollar disbursed, which shall comply with the requirements of Section 2.05. If no currency is specified with respect to any requested Revolving Borrowing, then the Interest Period with respect theretoCompany shall be deemed to have selected US Dollars. If no election as to the Type of a Borrowing denominated in US Dollars is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any Eurodollar requested LIBOR Borrowing is specified in any such noticeor EURIBOR Borrowing, then the Borrower giving the notice of Borrowing Company shall be deemed to have selected an Interest Period of one month's ’s duration. If Promptly following receipt of a Borrower shall not have given notice Borrowing Request in accordance with this Section 2.03 of its election to refinance a Borrowing prior to Section, the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise each Lender that will make a Loan as part of the Lenders requested Borrowing of any notice given pursuant to this Section 2.03 the details thereof and of each Lender's portion the amount of the Loan to be made by such Lender as part of the requested Borrowing.

Notice of Borrowings. In order Other than in connection with a Swingline Borrowing (which shall be governed by Section 2.23), any Borrower or any Additional Borrower, as applicable, shall give the Administrative Agent an irrevocable Notice of Committed Borrowing (x) not later than 11:00 A.M. (New York City time) (i) two Domestic Business Days prior to request the requested date of any BSBY Rate Borrowing and (ii) on the date of each Base Rate Borrowing and (y) not later than 11:00 A.M. (New York City time) on the third Euro-Currency Business Day before each Euro-Currency Borrowing denominated in a Foreign Currency, specifying: (a) the date of such Borrowing, which shall be a Borrower shall give written Domestic Business Day in the case of a Base Rate Borrowing or telecopy notice a BSBY Rate Borrowing or a Euro-Currency Business Day in the case of a Euro-Currency Borrowing denominated in a Foreign Currency, (b) the Class of such Borrowing, (c) the aggregate amount of such Borrowing and, in the case of a Multi-Currency Revolving Borrowing, whether such Borrowing is to be denominated in Dollars, English pounds sterling, euros or telephone notice promptly confirmed in writing or by telecopy) another Foreign Currency, (ad) in the case of an ABR BorrowingLoans to be made in Dollars, whether the Loans comprising such Borrowing are to the Administrative Agent not later than 12:00 noonbe Base Rate Loans or BSBY Rate Loans, New York City time, on the Business Day of such proposed Borrowing, and (be) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Fixed Rate Borrowing, the duration of the Interest Period with respect applicable thereto, subject to the provisions of the definition of Interest Period. If no election as to the Type of Loans comprising the Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period is specified with respect to any Eurodollar requested BSBY Rate Borrowing is specified in any such noticeor Euro-Currency Borrowing, then the applicable Borrower giving the notice of Borrowing or Additional Borrower shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not have given notice be more than a total of ten Euro-Currency Borrowings in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid aggregate at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowingtime outstanding.

Notice of Borrowings. In order to request a Borrowing, a Borrower shall give written or telecopy faxed notice (or telephone notice promptly confirmed in writing or by telecopyfax) (a) in the case of an ABR a Base Rate Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, Borrowing or (b) in the case of a Eurodollar LIBOR Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City timeLocal Time, three Business Days before such proposed BorrowingBorrowing (or in the case of a LIBOR Borrowing to be made on the Initial Funding Date or Amendment Effective Date, one Business Day). Such notice shall be irrevocable irrevocable, and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such Borrowing is to be denominated in Dollars or Euros; (ii) in the case of a Eurodollar Borrowing denominated in Dollars, whether such Borrowing is to be a LIBOR Borrowing or an ABR a Base Rate Borrowing; (iiiii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iiiiv) if such Borrowing is to be a Eurodollar LIBOR Borrowing, the Interest Period with respect thereto; (v) the location and number of the account of the Borrower to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c), or, in the case of any Base Rate Borrowing requested to finance the reimbursement of a Reimbursement Obligation as provided in Section 2.22(h), the identity of the applicable Issuer; and (vi) that as of such date Sections 4.03(a) and 4.03(b) are satisfied. If In the case of a Borrowing denominated in Dollars, if no election as to the Type of Borrowing is specified in any such notice, then the such requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a The Borrower shall give the Administrative Agent written or telecopy notice in the form of Exhibit I hereto (or telephone notice promptly confirmed in writing or by telecopytelecopy in the form of Exhibit I hereto) (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., Boston time, two Business Days before a proposed borrowing and (b) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon11:00 a.m., New York City Boston time, on the Business Day of such the proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether the applicable Class and Type of such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Revolving Credit Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's pro rata portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a The Borrower shall give the Administrative Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR a Eurodollar Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the three Business Day of such Days before a proposed Borrowing, borrowing and (b) in the case of a Eurodollar an ABR Borrowing, to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City time, three one Business Days Day before such a proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Revolving Credit Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested BorrowingBorrowing and shall promptly notify each Lender of the determination of the Adjusted LIBO Rate applicable to any Eurodollar Loan. The Borrower shall include in its initial notice under this Section all information with respect to amounts to be funded to purchase Existing Term Loans and Assigned Indebtedness, as provided in Section 2.01.

Notice of Borrowings. In order to To request a Borrowing, a the Borrower shall give written or telecopy the Administrative Agent notice (or telephone notice promptly confirmed in writing or by telecopy) thereof (a) in the case of a Eurodollar Borrowing, not later than 9:00 a.m., Pacific time, three Business Days before a proposed borrowing and (b) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon9:00 a.m., New York City Pacific time, on the Business Day of such proposed Borrowing, (b) in the case day of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior or given notice to the end Administrative Agent not later than 9:00 a.m., Pacific time, on the last day of the Interest Period in effect for applicable to such Borrowing that it will not refinance such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders Banks of any notice given pursuant to this Section 2.03 and of each Lender's Bank’s portion of the requested Borrowing.

Notice of Borrowings. In order to To request a Borrowing (other than a Swingline Loan), the applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Applicable Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, a Borrower shall give written or telecopy notice not later than 12:00 noon, Local Time, three Business Days before the date of the proposed Borrowing and (or telephone notice promptly confirmed in writing or by telecopy) (ab) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City timeLocal Time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, Local Time, on the Business Day date of such the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Borrowing Request in a form approved by the Applicable Agent and signed by the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (bi) the Borrower requesting such Borrowing (or on whose behalf the Company is requesting such Borrowing); (ii) whether the requested Borrowing is to be a Term Borrowing, US Tranche Revolving Borrowing or a European Tranche Revolving Borrowing; (iii) the currency and aggregate principal amount of the requested Borrowing; (iv) the date of the requested Borrowing, which shall be a Business Day; (v) the Type of the requested Borrowing; (vi) in the case of a Eurodollar Eurocurrency Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is initial Interest Period to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (applicable thereto, which shall be a Business Dayperiod contemplated by the definition of the term "Interest Period"; and (vii) the location and number of the amount thereof; and (iii) if such Borrowing is relevant Borrower's account to which funds are to be a Eurodollar disbursed, which shall comply with the requirements of Section 2.06. If no currency is specified with respect to any requested Eurocurrency Revolving Borrowing, then the Interest Period with respect theretorelevant Borrower shall be deemed to have selected US Dollars. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be (i) in the case of a Borrowing by the Company, an ABR Borrowing and (ii) in the case of a Borrowing by the European Borrower, a Eurocurrency Borrowing. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested Eurocurrency Borrowing, then the relevant Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If Promptly following receipt of a Borrower shall not have given notice Borrowing Request in accordance with this Section 2.03 of its election to refinance Section, the Applicable Agent shall advise each Lender that will make a Borrowing prior to the end Loan as part of the Interest Period in effect for such Borrowing, then requested Borrowing of the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 details thereof and of each Lender's portion the amount of the Loan to be made by such Lender as part of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a the Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR a Base Rate Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the one Business Day of before such proposed Borrowing, Borrowing or (b) in the case of a Eurodollar Borrowing, LIBOR Borrowing to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such Borrowing is to be a Eurodollar LIBOR Borrowing or an ABR a Base Rate Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar LIBOR Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the such requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to To request a Borrowing, a the Borrower shall give the Administrative Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) thereof (a) in the case of a SOFR Borrowing, not later than 12:00 noon, Eastern time, five Business Days before a proposed borrowing and (b) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City Eastern time, on the Business Day of such proposed Borrowing, (b) in the case day of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar SOFR Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar SOFR Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar SOFR Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior or given notice to the end Administrative Agent not later than 12:00 noon, Eastern time, on the last day of the Interest Period in effect for applicable to such Borrowing that it will not refinance such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a Borrower The Borrowers shall give the Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR a Eurodollar Borrowing, to the Administrative Agent not later than 12:00 noon10:00 a.m., New York City Dallas time, on the three Business Day of such Days before a proposed Borrowing, borrowing and (b) in the case of a Eurodollar an ABR Borrowing, to the Administrative Agent not later than 10:00 11:00 a.m., New York City Dallas time, three Business Days before such on the day of the proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Amended Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing Borrowers shall be deemed to have selected an Interest Period of one month's duration. If a Borrower the Borrowers shall not have given fail to give notice in accordance with this Section 2.03 2.04 of its their election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower Borrowers shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 2.04 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a BorrowingWhenever the Borrower desires that the Banks make the Initial Loans, a an Authorized Officer of the Borrower shall give the Agent at the Agent's Office prior to 10:00 a.m. (New York time) at least two Business Days' prior written or telecopy notice (or telephone notice promptly confirmed in writing writing) of such Borrowing. Whenever the Borrower desires that the Banks make Reserve Adjusted Eurodollar Loans under the Loan Facility after the Closing Date an Authorized Officer of the Borrower shall give the Agent at the Agent's Office prior to 10:00 a.m. (New York time) at least three Business Days' prior written notice (or by telecopytelephonic notice promptly confirmed in writing) of each such Borrowing of Reserve Adjusted Eurodollar Loans. Whenever the Borrower desires that the Banks make Base Rate Loans under the Loan Facility after the Closing Date an Authorized Officer of the Borrower shall give the Agent at the Agent's Office prior to 10:00 a.m. (aNew York time) on the proposed date of such Borrowing prior written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Base Rate Loans. Each such notice, which shall be substantially in the case form of an ABR Exhibit J hereto (each a "Notice of Borrowing"), to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable irrevocable, shall be deemed a representation by the Borrower that all conditions precedent to such Borrowing have been satisfied and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be a Eurodollar Borrowing made from the Term Loan Facility or an ABR Borrowing; the Revolving Loan Facility, (ii) the aggregate principal amount in Dollars of the Loans to be made pursuant to such Borrowing, all of which shall be specified in such manner as is necessary to comply with all limitations on Term Loans and Revolving Loans outstanding hereunder, including without limitation, availability under the Borrowing Base, (iii) the date of such Borrowing (which shall be a Business Day) and (iv) for notices delivered after the amount thereof; and (iii) Closing Date, whether the respective Borrowing shall consist of Base Rate Loans or Reserve Adjusted Eurodollar Loans and, if such Borrowing is to be a Reserve Adjusted Eurodollar BorrowingLoans, the Interest Period with respect to be initially applicable thereto. If no election The Agent shall as to the Type promptly as practicable give each Bank writ- ten notice (or telephonic notice promptly confirmed in writing) of Borrowing is specified in any each proposed Borrowing, of such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one monthBank's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end proportionate share thereof and of the Interest Period in effect for such Borrowing, then other matters covered by the Borrower shall (unless such Borrowing is repaid at the end Notice of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a The Borrower shall give the Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such a proposed borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, the day of a proposed borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders Banks of any notice given pursuant to this Section 2.03 and of each LenderBank's portion of the requested Borrowing.

Notice of Borrowings. In order to (a) To request a BorrowingBorrowing (other than a Swingline Loan), a Borrower shall give the Administrative Agent written or telecopy fax or email notice substantially in the form of Exhibit A hereto (each, a “Notice of Borrowing”) (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (bfax or email) in the case of a Eurodollar Prime Rate Borrowing, to the Administrative Agent US Base Rate Borrowing or a B/A Borrowing, not later than 10:00 a.m.1:00 p.m., New York City timeStandard Time, one Business Day before a proposed Borrowing and in the case of LIBOR Borrowings, not later than three Business Days before such a proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Credit Agreement and specify the following information: (i) whether the Type (e.g., B/A or Prime Rate) of such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; ; (ii) the aggregate amount of such Borrowing; (iii) the date of such Borrowing (which shall be a Business Day); (iv) and in the amount thereof; and (iii) if such case of a B/A Borrowing is to be a Eurodollar or LIBOR Borrowing, the Interest Contract Period and maturity date with respect thereto; and (v) the number and location of the account to which funds are to be disbursed; provided, however, that, notwithstanding any contrary specification in any such notice, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowinga US Base Rate Borrowing (if in Dollars) or a Prime Rate Borrowing (if in Canadian Dollars). If no Interest Contract Period with respect to any Eurodollar a B/A Borrowing or LIBOR Borrowing, as the case may be, is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest a Contract Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall . (unless such Borrowing is repaid at the end of such Interest Periodb) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The In making any Loan hereunder Administrative Agent shall promptly advise be entitled to rely upon the Lenders most recent Borrowing Base Certificate delivered to Administrative Agent by Borrower and other information available to Administrative Agent. Administrative Agent shall be under no obligation to make any further Loan or incur any other Obligation if Borrower shall have failed to deliver a Borrowing Base Certificate to Administrative Agent by the time specified in Section 6.06(f) or if an Event of any Default shall be continuing. (c) Each Swingline Loan that is a Borrowing by way of Prime Rate Loan by way of overdraft, shall have no minimum limit requirements and shall require no prior notice given pursuant from the Borrower to this Section 2.03 and of each the Administrative Agent or Swingline Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to To request a Borrowing, a the Borrower shall give written or telecopy the Administrative Agent notice (or telephone notice promptly confirmed in writing or by telecopy) thereof (a) in the case of a Eurodollar Borrowing, not later than 9:00 a.m., Pacific time, three Business Days before a proposed borrowing and (b) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon9:00 a.m., New York City Pacific time, on the Business Day of such proposed Borrowing, (b) in the case day of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior or given notice to the end Administrative Agent not later than 9:00 a.m., Pacific time, on the last day of the Interest Period in effect for applicable to such Borrowing that it will not refinance such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a The Borrower shall give the Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed borrowing and (b) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the one Business Day of such before a proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Revolving Credit Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested BorrowingBorrowing and shall promptly notify each Lender of the determination of the Adjusted LIBO Rate applicable to any Eurodollar Loan.

Notice of Borrowings. In order to request a Borrowing, a Borrower shall give written or telecopy notice (which writing may be electronic mail or telephone notice promptly confirmed in writing or by telecopy) (a “Notice of Borrowing”) (a) in the case of an ABR a Base Rate Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar SOFR Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three U.S. Government Securities Business Days before such proposed Borrowing or (c) in the case of a EURIBOR Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, four Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be denominated in Dollars or Euros; (ii) in the case of a Eurodollar Borrowing denominated in Dollars, whether such Borrowing is to be a SOFR Borrowing or an ABR a Base Rate Borrowing; (iiiii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iiiiv) if such Borrowing is to be either a Eurodollar SOFR Borrowing or a EURIBOR Borrowing, the Interest Period with respect thereto. If In the case of a Borrowing denominated in Dollars, if no election as to the Type of Borrowing is specified in any such notice, then the such requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar SOFR Borrowing or EURIBOR Borrowing is specified in any such notice, then the Borrower giving the notice Notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a Borrower (a) The Company shall give the Administrative Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopywriting) (a) in the case of an ABR Borrowing, to the Administrative Agent a Eurodollar Borrowing not later than 12:00 noon, New York City time, on the three Business Day of such Days before a proposed Borrowing, borrowing and (b) in the case of a Eurodollar an ABR Borrowing, to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City time, three one Business Days Day before such a proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such Borrowing is to will be of Term Loans, Revolving Loans, Supplemental Revolving Loan, Eurodollar Supplemental Revolving Loans, ABR Supplemental Revolving Loans or a Eurodollar Borrowing or an ABR Borrowing; combination thereof, (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereofof Term Loans, Revolving Loans and/or Supplemental Revolving Loans requested; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing Company shall be deemed to have selected an Interest Period of one month's duration. The Loans to be made on the Closing Date shall initially be ABR Loans and unless, in its sole discretion, the Administrative Agent shall otherwise agree, no such Loan may be converted into a Eurodollar Loan having an interest period in excess of one month prior to the date that is 60 days after the Closing Date. The Loans to be made on the Fifth Amendment Effective Date shall initially be ABR Loans and unless, in its sole discretion, the Administrative Agent shall otherwise agree, no such Loan may be converted into a Eurodollar Loan having an interest period in excess of one month prior to the date that is 5 Business Days after the Fifth Amendment Effective Date. If a Borrower the Company shall not have given notice in accordance with this Section 2.03 of its election to refinance a Revolving Credit Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower Company shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing. (b) The applicable Canadian Borrower shall give the Canadian Administrative Agent written notice (or telephone notice promptly confirmed in writing) (a) in the case of a Eurodollar Borrowing or a Canadian B/A Borrowing, not later than 12:00 noon, Toronto time, three Business Days before a proposed borrowing and (b) in the case of an ABR Borrowing or a Canadian Prime Rate Borrowing, not later than 12:00 noon, Toronto time, one Business Day before a proposed borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement and specify (i) the date of such Borrowing (which shall be a Business Day) and the amount thereof; (ii) whether such Borrowing shall be a $ Canadian Borrowing or a C$ Canadian Borrowing; (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; and (iv) if such Borrowing is to be a Canadian B/A Borrowing, the Contract Period therefor. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing or a Canadian Prime Rate Borrowing, as the case may be. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the applicable Canadian Borrower shall be deemed to have selected an Interest Period of one month's duration. If no Contract Period with respect to any Canadian B/A Borrowing is specified in any such notice, then the applicable Canadian Borrower shall be deemed to have selected a Contract Period of thirty days' duration. If the applicable Canadian Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Canadian Revolving Credit Borrowing in dollars prior to the end of the Interest Period in effect for such Borrowing, then the applicable Canadian Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Canadian Administrative Agent shall promptly advise the Canadian Lenders of any notice given pursuant to this Section 2.03 and of each Canadian Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowinga. Borrowings shall be made through Agent Bank's credit sweep product; provided, a Borrower however, for each Borrowing in excess of Five Hundred Thousand Dollars ($500,000.00), an Authorized Officer shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR BorrowingAgent Bank, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not no later than 10:00 a.m., New York City timea.m. on a Banking Business Day at Agent Bank's office specified in Section 2.06(b), three (3) full Banking Business Days before such prior written notice in the form of the Notice of Borrowing ("Notice of Borrowing"), a copy of which is marked "Exhibit C", affixed to the Second Amendment and by this reference incorporated herein and made a part hereof, for each proposed Borrowing to be made during the Revolving Credit Period with reference to a LIBO Rate and at least two (2) full Banking Business Days prior notice for all other Borrowings, specifying the date and amount of each proposed Borrowing. Such Agent Bank shall give prompt, and in any event within one (1) Banking Business Day, notice shall be irrevocable and shall in of each case refer Notice of Borrowing to this Agreement, identify Lenders of the applicable Borrower and specify (i) whether such Borrowing is amount to be a Eurodollar funded and specifying the Funding Date. Not later than 10:00 o'clock a.m. on the Funding Date specified, each Lender shall disburse to Agent Bank the Pro Rata Share to be advanced by each such Lender in lawful money of the United States of America and in immediately available funds. Agent Bank shall make the proceeds of such fundings received by it on or before 11:00 o'clock a.m. from the Lenders available to Borrowers by depositing in or wiring to, prior to 1:00 o'clock p.m. on the day so received (but not prior to the Funding Date), the Designated Deposit Account the amounts received from the Lenders. No Borrowing or an ABR Borrowing; (ii) may exceed the date Available Borrowings. b. The failure of any Lender to fund its Pro Rata Share of any Borrowing on any Funding Date shall not relieve any other Lender of any obligation hereunder to fund its Pro Rata Share of such Borrowing (on such Funding Date nor relieve the Lender which has failed to fund of its obligations to Borrowers hereunder. No Lender shall be a Business Day) and responsible for the amount thereof; and (iii) if failure of any other Lender to fund its Pro Rata Share of such Borrowing is to on any Funding Date nor shall any Lender be a Eurodollar Borrowing, responsible for the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders failure of any notice given pursuant other Lender to this Section 2.03 and of each Lender's portion of the requested Borrowingperform its respective obligations hereunder.

Notice of Borrowings. In order to request a Borrowing, a (a) The Borrower shall give the Agent a written or telecopy notice substantially in the form of Exhibit B attached hereto (or telephone notice promptly confirmed in writing or by telecopya “Notice of Borrowing”) not later than 1:00 p.m. (Boston, Massachusetts time) (ai) on the Domestic Business Day of each proposed borrowing of an Overnight Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIB OR Loan, in each case specifying (1) the date of such borrowing (each such date, a “Borrowing Date”), which shall be a Domestic Business Day in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Overnight Rate Loan or a LIBOR Business Day of such proposed Borrowing, (b) in the case of a Eurodollar BorrowingLIBOR Loan, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i2) whether such borrowing shall be of an Overnight Rate Loan or a LIBOR Loan, and (3) the aggregate principal amount of such borrowing. Each Notice of Borrowing is shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through (d) (and, in the case of the initial Loan to be a Eurodollar Borrowing or an ABR Borrowing; (iimade hereunder, Section 3.01) have been satisfied on the date of such Borrowing notice and will be satisfied on the date of such borrowing. (which shall be b) The Borrower may elect from time to time to convert any outstanding Overnight Rate Loan or LIBOR Loan to the Borrower to a Business Day) and Loan of the amount thereof; and (iii) if such Borrowing is other type, or to be a Eurodollar Borrowing, roll over any outstanding LIBOR Loan to the Borrower upon the expiration of an Interest Period with respect thereto. If no election as , by giving a notice to the Type Agent substantially in the form of Borrowing is specified Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in any such noticea writing substantially in the form of Exhibit C attached hereto), then the requested Borrowing shall be an ABR Borrowing. If no Interest Period provided that (i) with respect to any Eurodollar conversion into or rollover of a LIB OR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIB OR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if a Default or Event of Default has occurred and is specified continuing (in which case such Loan shall automatically become an Overnight Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any such noticeDefault or Event of Default of which the Agent has actual knowledge), then (iii) a LIBOR Loan may be converted into an Overnight Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower giving fails to give a Notice of Conversion for a LIBOR Loan the notice of Borrowing Borrower shall be deemed to have selected elected to convert such Loan to an Interest Period of one month's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to Overnight Rate Loan on the end last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given amounts and pursuant to this Section 2.03 and such elections so that, after giving effect thereto, the aggregate principal amount of each Lender's portion of all LIBOR Loans having the requested Borrowingsame Interest Period shall not be less than $1,000,000.

Notice of Borrowings. In order to request a Borrowing, a The Borrower shall give written the Agent written, telex or telecopy notice (or telephone notice promptly confirmed in writing or by telex or telecopy) (a) in the case of an ABR Borrowing that is (a) a Euro- dollar Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such a proposed Borrowing, (b) a CD Borrowing, not later than 10:00 a.m., New York City time, two Business Days before a proposed Borrowing and (c) an ABR Borrowing, not later than 11:00 a.m., New York City time, the day of a proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar Borrowing, a CD Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing or CD Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing or CD Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration, in the case of a Eurodollar Borrowing, or 30 days' duration, in the case of a CD Borrowing. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders Banks of any notice given pursuant to this Section 2.03 and of each LenderBank's portion of the requested Borrowing.

Notice of Borrowings. (a) In order to request a BorrowingBorrowing (other than a Swingline Loan), a the applicable Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) to the Applicable Agent in the form of Exhibit B (ai) in the case of a LIBOR Borrowing or a Xxxx Rate Borrowing, not later than 11:30 a.m., Local Time, three Business Days before a proposed Borrowing and (ii) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon11:30 a.m., New York City time, on the Business Day day of such a proposed Borrowing, . (b) Any Borrowing Request shall be irrevocable and shall refer to this Agreement and specify the following information in compliance with Section 2.02: (i) whether the requested Borrowing is to be an Australian Term Tranche Borrowing, a US Tranche Revolving Borrowing or an Australian Revolving Tranche Borrowing; (ii) the Borrower submitting such Borrowing Request; (iii) the currency and aggregate principal amount of the requested Borrowing; (iv) the date of the requested Borrowing, which shall be a Business Day; (v) the Type of the requested Borrowing; (vi) in the case of a Eurodollar LIBOR Borrowing or a Xxxx Rate Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is initial Interest Period to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (applicable thereto, which shall be a Business Dayperiod contemplated by the definition of the term “Interest Period”; and (vii) the location and number of the amount thereof; and (iii) if such Borrowing is relevant Borrower’s account to which funds are to be a Eurodollar credited, which shall comply with the requirements of Section 2.06. If no currency is specified with respect to any requested Australian Revolving Tranche Borrowing, then the Interest Period with respect theretorequested Borrowing shall be in Australian Dollars. If no election as to the Type of a requested US Tranche Revolving Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested LIBOR or Xxxx Rate Borrowing, then the applicable Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If Promptly following receipt of a Borrower shall not have given notice Borrowing Request in accordance with this Section 2.03 of its election to refinance Section, the Applicable Agent shall advise each Lender that will make a Borrowing prior to the end Loan as part of the Interest Period in effect for such Borrowing, then requested Borrowing of the Borrower shall (unless such Borrowing is repaid at details thereof and of the end amount of such Interest Period) Lender’s Loan to be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion made as part of the requested Borrowing.

Notice of Borrowings. In order to (a) To request a Borrowing, a the Borrower shall give written or telecopy the Administrative Agent notice (or telephone notice promptly confirmed in writing or by telecopy) thereof (a) in the case of a Eurodollar Borrowing, not later than 9:00 a.m., Pacific time, three Business Days before a proposed borrowing and (b) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon9:00 a.m., New York City Pacific time, on the Business Day of such proposed Borrowing, (b) in the case day of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior or given notice to the end Administrative Agent not later than 9:00 a.m., Pacific time, on the last day of the Interest Period in effect for applicable to such Borrowing that it will not refinance such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders Banks of any notice given pursuant to this Section 2.03 and of each Lender's Bank’s portion of the requested Borrowing.

Notice of Borrowings. In order to request connection with any proposed Borrowing (other than a BorrowingBorrowing being converted or continued as provided in Section 2.11), a the Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR Borrowing, deliver to the Administrative Agent a Borrowing Notice, appropriately completed, not later than 12:00 noon, New York City time, on the one (1) Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Base Rate Borrowing), two (2) Business Days (in the case of the initial LIBOR Borrowing with respect to the Administrative Agent not later than 10:00 a.m.Term Loans), New York City time, or three (3) Business Days before such (in the case of all other LIBOR Borrowings) prior to the date of a proposed Borrowing. Such notice Each Borrowing Notice delivered pursuant to this Section 2.03 shall be irrevocable irrevocable, shall be substantially in the form of Exhibit B, and shall in each case refer to this Agreement, identify the applicable Borrower and specify (ia) whether such the Borrowing of Loans then being requested is to be a Eurodollar LIBOR Borrowing or an ABR and/or a Base Rate Borrowing; , (iib) the date of such Borrowing (which shall be a Business Day) and the amount thereof; , (c) whether such Loans shall be Term Loans or Working Capital Loans, and (iiid) if such Borrowing is to be a Eurodollar LIBOR Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing Loan is specified in any such noticeBorrowing Notice, then the requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Borrowing is specified in any such noticeBorrowing Notice, then the Borrower giving the notice an Interest Period of Borrowing one (1) month's duration shall be deemed to have selected an Interest Period of one month's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowingbeen selected. The Administrative Agent promptly shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 2.03, the proposed Borrowing date, the Type of requested Borrowing, and the amount of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a BorrowingBorrowing (other than a Swingline Loan), a the Borrower shall give the Administrative Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR a Eurodollar Borrowing, to the Administrative Agent not later than 12:00 noon, New York City timeEastern Standard Time, on the two Business Day of such Days before a proposed Borrowing, Borrowing and (b) in the case of a Eurodollar an ABR Borrowing, to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City timeEastern Standard Time, three on the Business Days before such Day of a proposed Borrowing. Such Any such notice of Borrowing shall be irrevocable irrevocable, shall be substantially in the form of Exhibit J hereto, and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Revolving Credit Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly shall, by 2:00 p.m. Eastern Standard Time, on the day it receives a notice hereunder from the Borrower, advise the applicable Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a Borrower The Company shall give the Administrative Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopywriting) (a) in the case of an ABR Borrowing, to the Administrative Agent a Eurodollar Borrowing not later than 12:00 noon, New York City time, on the three Business Day of such Days before a proposed Borrowing, borrowing and (b) in the case of a Eurodollar an ABR Borrowing, to the Administrative Agent not later than 10:00 a.m.12:00 noon, New York City time, three one Business Days Day before such a proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such Borrowing is to will be of Tranche B-1 Term Loans, Revolving Loans, Supplemental Revolving Loans, Eurodollar Supplemental Revolving Loans, ABR Supplemental Revolving Loans or a Eurodollar Borrowing or an ABR Borrowing; combination thereof, (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereofof Tranche B-1 Term Loans, Revolving Loans and/or Supplemental Revolving Loans requested; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing Company shall be deemed to have selected an Interest Period of one month's duration. The Loans to be made on the Effective Date shall initially be ABR Loans and unless, in its sole discretion, the Administrative Agent shall otherwise agree, no such Loan may be converted into a Eurodollar Loan having an interest period in excess of one month prior to the date that is 60 days after the Effective Date. If a Borrower the Company shall not have given notice in accordance with this Section 2.03 of its election to refinance a Revolving Credit Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower Company shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a (a) The Borrower shall give written or telecopy the Agent (X) a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 1:00 p.m. (Eastern time) (or telephone telephonic notice promptly not later than 1:00 p.m. (Eastern time) confirmed in writing or by telecopy) (a) substantially in the case form of an ABR Borrowing, to the Administrative Agent Exhibit B attached hereto not later than 12:00 noon2:00 p.m. (Eastern time)), New York City time, in each case (i) on the Domestic Business Day of such each proposed Borrowing, (b) in the case borrowing of a Eurodollar BorrowingBase Rate Loan and (ii) on the third Domestic Business Day before each proposed borrowing of a SOFR Loan, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify specifying (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii1) the date of such Borrowing (borrowing, which shall be a Domestic Business Day, (2) whether such borrowing shall be of a Base Rate Loan or a SOFR Loan, and (3) the aggregate principal amount of such borrowing, and (Y) a duly completed Borrowing Base Report not later than 2:00 p.m. (Eastern time) on the date of the proposed borrowing of the requested Loan, prepared as of the close of business on the Domestic Business Day immediately preceding such date. Each Notice of Borrowing shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(c), (d) and (e) hereof have been satisfied on the amount thereof; date of such notice and will be satisfied on the date of such borrowing. (iiib) if such Borrowing is The Borrower may elect from time to be time to convert any outstanding Base Rate Loan or SOFR Loan to a Eurodollar BorrowingLoan of another Type, or to roll over any outstanding SOFR Loan upon the expiration of an Interest Period with respect thereto. If no election as , by giving a notice to the Type Agent substantially in the form of Borrowing is specified Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in any such noticea writing substantially in the form of Exhibit C attached hereto), then the requested Borrowing shall be an ABR Borrowing. If no Interest Period provided that (i) with respect to any Eurodollar conversion into or rollover of a SOFR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a SOFR Loan as set forth in Section 2.02(a) hereof, (ii) no Loan may be converted into or rolled over as a SOFR Loan (1) except in compliance with Section 2.02(c) hereof, or (2) if an Event of Default has occurred and is specified continuing (in which case such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any such noticeEvent of Default), then (iii) a SOFR Loan may be converted into a Base Rate Loan or rolled over as a SOFR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower giving fails to give a timely Notice of Conversion for a SOFR Loan, the notice of Borrowing Borrower shall be deemed to have selected elected to continue such SOFR Loan as a SOFR Loan having an Interest Period of one month's duration. If 25 (c) The Borrower may not borrow a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance new SOFR Loan, or continue or convert a Borrowing prior to the end of the Loan as a SOFR Loan, if immediately after giving effect thereto there would be more than five different Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested BorrowingPeriods.

Notice of Borrowings. In order to To request a Borrowing, a the Borrower shall give written or telecopy the Administrative Agent notice (or telephone notice promptly confirmed in writing or by telecopy) thereof (a) in the case of a SOFR Borrowing, not later than 12:00 noon, New York, New York time, three (3) U.S. Government Securities Business Days before a proposed borrowing and (b) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m.York, New York City time, three Business Days before such the day of a proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (i) whether such the Borrowing then being requested is to be a Eurodollar SOFR Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar SOFR Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar SOFR Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior or given notice to the end Administrative Agent not later than 12:00 noon, New York, New York time, on the last day of the Interest Period in effect for applicable to such Borrowing that it will not refinance such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to To request a Borrowing (other than a Swingline Loan), the Company shall notify the Administrative Agent of such request in writing, by facsimile or other electronic communication, or, except in the case of a Borrowing denominated in Euro, by telephone (a) in the case of a Eurocurrency Borrowing, a Borrower shall give written or telecopy notice not later than 12:00 noon, Local Time, three Business Days before the date of the proposed Borrowing and (or telephone notice promptly confirmed in writing or by telecopy) (ab) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon1:00 p.m., New York City timeLocal Time, on the Business Day of such the proposed Borrowing. Each such Borrowing Request shall be irrevocable, and, in the case of a telephonic request, shall be confirmed promptly by hand delivery, facsimile or other electronic communication to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Company. Each such Borrowing Request shall specify the following information in compliance with Section 2.02: (bi) whether the requested Borrowing is to be a Term Borrowing or Revolving Borrowing; (ii) the currency and aggregate principal amount of the requested Borrowing; (iii) the date of the requested Borrowing, which shall be a Business Day; (iv) the Type of the requested Borrowing; (v) in the case of a Eurodollar Eurocurrency Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is initial Interest Period to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (applicable thereto, which shall be a Business Dayperiod contemplated by the definition of the term “Interest Period”; and (vi) the location and number of the amount thereof; and (iii) if such Borrowing is Company’s account to which funds are to be a Eurodollar disbursed, which shall comply with the requirements of Section 2.06. If no currency is specified with respect to any requested Eurocurrency Revolving Borrowing, then the Interest Period with respect theretoCompany shall be deemed to have selected US Dollars. If no election as to the Type of Borrowing is specified in any such noticespecified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any Eurodollar Borrowing is specified in any such noticerequested Eurocurrency Borrowing, then the Borrower giving the notice of Borrowing Company shall be deemed to have selected an Interest Period of one month's ’s duration. If Promptly following receipt of a Borrower shall not have given notice Borrowing Request in accordance with this Section 2.03 of its election to refinance a Borrowing prior to Section, the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise each Lender that will make a Loan as part of the Lenders requested Borrowing of any notice given pursuant to this Section 2.03 the details thereof and of each Lender's portion the amount of the Loan to be made by such Lender as part of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a The Borrower shall give the Administrative Agent written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of a Euro- dollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed borrowing and (b) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the one Business Day of such before a proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowingborrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify (ia) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (iib) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iiic) if such Borrowing is to be a Eurodollar Euro- dollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Revolving Credit Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall Borrowing (unless such Borrowing is repaid at the end of such Interest Period) ), then the Borrower shall be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a (a) The Borrower shall give written or telecopy the Agent (X) a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 1:00 p.m. (Boston time) (or telephone telephonic notice promptly not later than 1:00 p.m. (Boston time) confirmed in writing or by telecopysubstantially in the form of Exhibit B attached hereto not later than 2:00 p.m. (Boston time)) (ai) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case (I) specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such proposed Borrowingborrowing, and (b4) in the case of a Eurodollar BorrowingLIBOR Loan, the Interest Period therefor (which shall comply with Section 2.02(c) hereof), and (II) if all or any portion of the proceeds of any Loan requested thereby will be used to pay all or any portion of the Administrative Agent redemption price of any AMPS, such Notice of Borrowing will comply with Section 2.02(d) hereof, and (Y) a duly completed Borrowing Base Report not later than 10:00 a.m.2:00 p.m. (Boston time) on the date of the proposed borrowing of the requested Loan, New York City timeprepared as of the close of business on the Domestic Business Day immediately preceding such date. Each Notice of Borrowing shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(c), three Business Days before such proposed Borrowing. Such notice shall be irrevocable (d) and shall in each case refer to this Agreement, identify the applicable Borrower and specify (ie) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) have been satisfied on the date of such Borrowing notice and will be satisfied on the date of such borrowing. (which shall be b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Business Day) and Loan of the amount thereof; and (iii) if such Borrowing is other type, or to be a Eurodollar Borrowing, roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto. If no election as , by giving a notice to the Type Agent substantially in the form of Borrowing is specified Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in any such noticea writing substantially in the form of Exhibit C attached hereto), then the requested Borrowing shall be an ABR Borrowing. If no Interest Period provided that (i) with respect to any Eurodollar conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) except in compliance with Section 2.02(c) hereof, or (2) if an Event of Default has occurred and is specified continuing (in which case such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any such noticeEvent of Default), then (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower giving fails to give a timely Notice of Conversion for a LIBOR Loan, the notice of Borrowing Borrower shall be deemed to have selected an elected to continue such Loan as a LIBOR Loan having a one month Interest Period of one month's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to from the end last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall not be less than the Approved Borrowing Amount. (c) The Borrower may not elect an Interest Period for such a new LIBOR Loan, or continue or convert a Loan as a LIBOR Loan, if immediately after giving effect thereto there would be more than eight different Interest Periods. (d) If, with respect to any Notice of Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of all or any notice given pursuant to this Section 2.03 and of each Lender's portion of the proceeds of any Loan requested Borrowingthereby will be used to pay all or any portion of the redemption price of any AMPS, such Notice of Borrowing shall (1) specify (A) the series and number of shares of such AMPS (the “Selected AMPS”), (B) the Domestic Business Day upon which such Selected AMPS are to be redeemed, which date shall be the same date as the date of such requested borrowing (with respect to such Selected AMPS, the “AMPS Redemption Date”), (C) the aggregate liquidation preference of such AMPS, and (D) the aggregate amount required to be paid to the AMPS Auction Agent on such AMPS Redemption Date, in accordance with the AMPS Documents as in effect on the Effective Date, to defease such Selected AMPS (with respect to such Selected AMPS, the “AMPS Redemption Amount”), (2) contain a certification that the Borrower or the AMPS Auction Agent has (A) delivered to each holder of such Selected AMPS a notice of redemption with respect to such Selected AMPS in accordance with the AMPS Documents (with respect to such Selected AMPS, the “AMPS Redemption Notice”), and (B) delivered to the SEC a notice pursuant to Rule 23c-2 under the Investment Company Act of the Borrower’s intention to redeem all of such Selected AMPS in accordance with the terms of such AMPS Redemption Notice (with respect to such Selected AMPS, the “SEC Notice”), and (3) attach (A) a true and complete copy of such AMPS Redemption Notice and such SEC Notice, and (B) a letter agreement, in form and substance satisfactory to the Agent, executed by the AMPS Auction Agent, relating to the use of such Loan proceeds.

Notice of Borrowings. In order to request a Borrowing, a The applicable Borrower shall give the Administrative Agent written or telecopy notice substantially in the form of EXHIBIT K (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR a Eurodollar Borrowing, to the Administrative Agent not later than 12:00 noon11:00 a.m., New York City time, on the Standard Time three Business Day of such Days before a proposed Borrowingborrowing, (b) in the case of an ABR Term or a Eurodollar B/A Borrowing, to the Administrative Agent not later than 10:00 11:00 a.m., New York City timeStandard Time, three one Business Days Day before such a proposed borrowing and (c) in the case of an ABR Revolving Credit Borrowing, ABR Revolving (Supplemental) Credit Borrowing, ABR Revolving (Canadian) Credit Borrowing or Canadian Prime Rate Borrowing, not later than 11:00 a.m., Standard Time, on the day of a proposed borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower Agreement and specify the following information: (i) the Borrower requesting such Borrowing; (ii) the Type (e.g., Eurodollar, ABR, B/A or Canadian Prime Rate) of such Borrowing; (iii) whether such the Borrowing is to be a Eurodollar Revolving Credit Borrowing, Revolving (Supplemental) Credit Borrowing, Revolving (Canadian) Credit Borrowing, Tranche B Borrowing, Tranche C Borrowing or an ABR Incremental Term Loan Borrowing; ; (iiiv) the aggregate amount and currency of such Borrowing; (v) the date of such Borrowing (which shall be a Business Day); (vi) and in the amount thereof; and (iii) if such Borrowing is to be case of a Eurodollar Borrowing, the Interest Period with respect thereto; (vii) in the case of a B/A Borrowing, the Contract Period and maturity date with respect thereto; and (viii) the number and location of the account to which funds are to be disbursed; PROVIDED, HOWEVER, that, notwithstanding any contrary specification in any such notice, each requested Borrowing shall comply with the requirements set forth in SECTION 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR BorrowingBorrowing if denominated in U.S. Dollars and a Canadian Prime Rate Borrowing if denominated in Canadian Dollars. If no Interest Period with respect to any Eurodollar Borrowing (or Contract Period, with respect to a B/A Borrowing) is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period (or Contract Period in the case of a B/A Borrowing) of one month's (or 30 days', in the case of a B/A Borrowing) duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 SECTION 2.03, and of each Lender's portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a Borrower shall give written or telecopy notice (which writing may be electronic mail or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR a Base Rate Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar BorrowingEurocurrency Rate Borrowing denominated in Dollars, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing or (c) in the case of a Eurocurrency Rate Borrowing denominated in Euro, to the Administrative Agent not later than 10:00 a.m., New York City time, four Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be denominated in Dollars or Euros; (ii) in the case of a Eurodollar Borrowing denominated in Dollars, whether such Borrowing is to be a Eurocurrency Rate Borrowing or an ABR a Base Rate Borrowing; (iiiii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iiiiv) if such Borrowing is to be a Eurodollar Eurocurrency Rate Borrowing, the Interest Period with respect thereto. If In the case of a Borrowing denominated in Dollars, if no election as to the Type of Borrowing is specified in any such notice, then the such requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar Eurocurrency Rate Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.

Notice of Borrowings. In order to request a Borrowing, a the Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR a Base Rate Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, Borrowing or (b) in the case of a Eurodollar LIBOR Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and Agreement specify (i) whether such Borrowing is to be a Eurodollar LIBOR Borrowing or an ABR a Base Rate Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar LIBOR Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the such requested Borrowing shall be an ABR a Base Rate Borrowing. If no Interest Period with respect to any Eurodollar LIBOR Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's ’s duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's ’s portion of the requested Borrowing.