Common use of Notice of Committed Borrowing Clause in Contracts

Notice of Committed Borrowing. (a) The Borrower shall give the Administrative Agent notice (a “Notice of Committed Borrowing”) not later than 2:00 p.m. (New York City time) (x) one Domestic Business Day before each Base Rate Borrowing, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2) the aggregate amount of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Notice of Committed Borrowing. (a) The When the Borrower or applicable Qualified Borrower desires to borrow under this Section 2.1, it shall give deliver to the Administrative Agent notice (a “Notice of Committed Borrowing”, signed by it (i) not no later than 2:00 p.m. 12:00 noon (New York City time) (x) one Domestic Business Day before each Base Rate Borrowingon the proposed Funding Date, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest of Base Rate Loans, (ii) no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the Offered Rate or a Euro-Dollar Business Day proposed Funding Date, in the case of a Euro-Dollar Borrowing, (2) the aggregate amount Borrowing of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Eurodollar Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4iii) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. 11:00 a.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to before each Borrowing of Eurodollar Rate Loans denominated in an Alternative Currency, and (iv) no later than 11:00 a.m. (New York time) at least nine (9) Business Days before each Borrowing by a Foreign Qualified Borrower; provided that a Foreign Qualified Borrower may not deliver a Notice of Committed Borrowing until the date that is at least five (5) Business Days following the later of (A) the date of such issuancea New Foreign Qualified Borrower Notice or (B) the date of a New Foreign Qualified Borrower Amendment. Each such notice Such Notice of Committed Borrowing shall specify (i) the designated Fronting Bankwhether such Borrowing is a Borrowing of Revolving Credit Loans or Term Loans, (ii) the aggregate amount of the requested Letters of Creditproposed Funding Date (which shall be a Business Day), (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issuedproposed Borrowing, (iv) the Revolving Credit Availability or remaining unused Term Commitments, as applicable, as of the date of such issuance (which shall be a Domestic Business Day)Notice of Borrowing, (v) whether the name proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, and address of if Eurodollar Rate Loans are requested whether Dollars or the beneficiaryAlternative Currency is being requested, (vi) in the expiration date case of Eurodollar Rate Loans, the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier)requested Eurodollar Interest Period, (vii) instructions for the purpose and circumstances for which such Letter disbursement of Credit is being issued the proceeds of the proposed Borrowing and (viii) if the terms upon which each Notice of Committed Borrowing is delivered by a Foreign Qualified Borrower, the jurisdiction of formation and organization of such Letter Foreign Qualified Borrower. In lieu of Credit may be drawn down delivering such a Notice of Committed Borrowing (which terms shall not leave any discretion except with respect to Fronting Banka Borrowing of Committed Loans on the Initial Funding Date or to a Foreign Qualified Borrower). Each such notice may be revoked telephonically by , the Borrower to or the applicable Fronting Bank and Qualified Borrower may give the Administrative Agent telephonic notice of any proposed Borrowing by the time prior to required under this Section 2.1(c), if the date of issuance Borrower or the applicable Qualified Borrower confirms such notice by delivery of the Letter Notice of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower Borrowing to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No facsimile transmission promptly, but in no event later than 2:00 p.m., 3:00 p.m. (New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary day. Any Notice of Committed Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.1(c) shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditirrevocable.

Notice of Committed Borrowing. (a) The applicable Borrower or CarrAmerica LP, as the case may be, shall give the Administrative Lead Agent notice (a “"Notice of Committed Borrowing”") not later than 2:00 p.m. 10:00 a.m. (New York City time) (x) one Domestic Business Day before each Base Rate Borrowing, Borrowing or (y) three (3) the third Euro-Dollar Business Days Day before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2ii) the aggregate amount of such Borrowing, (3iii) whether the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans,, and (4iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) Either Borrower or CarrAmerica LP shall give the Administrative Lead Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “"Letter of Credit”") issued hereunder no later than 2:00 p.m.10:00 a.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and issued, (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank), and (ix) whether such Letters of Credit shall be attributable to Tranche A Loan Amount or Tranche B Loan Amount. Each such notice may be revoked telephonically by the applicable Borrower or CarrAmerica LP, as the case may be, to the applicable Fronting Bank and the Administrative Lead Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the such Borrower or CarrAmerica LP to the Fronting Bank and the Administrative Lead Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m.10:00 a.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the applicable Borrower or CarrAmerica LP shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, provided that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, and provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further that, prior to the issuance of such Letter of Credit, such Borrower or CarrAmerica LP shall have requested to the Fronting Bank and the Administrative Lead Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Notice of Committed Borrowing. (a) The When the Borrower or applicable Qualified Borrower desires to borrow under this Section 2.1, it shall give deliver to the Administrative Agent notice (a “Notice of Committed Borrowing”, signed by it (i) not no later than 2:00 p.m. 12:00 noon (New York City time) (x) one Domestic Business Day before each Base Rate Borrowingon the proposed Funding Date, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest of Base Rate Loans and (ii) no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the Offered Rate or a Euro-Dollar Business Day proposed Funding Date, in the case of a Euro-Dollar Borrowing, Borrowing of Eurodollar Rate Loans. Such Notice of Committed Borrowing shall specify (2i) whether such Borrowing is a Borrowing of Revolving Credit Loans or Term Loans, (ii) the aggregate proposed Funding Date (which shall be a Business Day), (iii) the amount of the proposed Borrowing, (iv) the Revolving Credit Availability or remaining unused Term Commitments, as applicable, as of the date of such Notice of Committed Borrowing, , (3v) whether the proposed Borrowing will be of Base Rate Loans comprising such Borrowing are to be Base or Eurodollar Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4vi) in the case of a Euro-Dollar BorrowingEurodollar Rate Loans, the duration of the requested Eurodollar Interest Period applicable thereto, subject to and (vii) instructions for the provisions disbursement of the definition of Interest Period, (5) the intended use for the proceeds of the proposed Borrowing. In lieu of delivering such Borrowinga Notice of Committed Borrowing (except with respect to a Borrowing of Committed Loans on the Initial Funding Date), and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in or the related Money Market Quote Request, then the applicable Qualified Borrower shall be permitted to may give the Administrative Agent telephonic notice of its intent to make a Base Rate Borrowingany proposed Borrowing by the time required under this Section 2.1(c), in if the amount Borrower or the applicable Qualified Borrower confirms such notice by delivery of the difference between accepted Money Market Quotes and Notice of Committed Borrowing to the principal amount requested Administrative Agent by Borrower facsimile transmission promptly, but in the related Money Market Quote Request, no event later than 2:30 3:00 p.m. (New York City time) on the date same day. Any Notice of such Borrowing. Committed Borrowing (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written or telephonic notice in the event that it desires lieu thereof) given pursuant to have Letters of Credit (each, a “Letter of Credit”this Section 2.1(c) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditirrevocable.

Notice of Committed Borrowing. (a) The Borrower shall give the Administrative Agent notice (a “Notice of Committed Borrowing”) not later than 2:00 p.m. 10:00 a.m. (New York City time) (x) one Domestic Business Day before each Alternate Base Rate Borrowing, Borrowing or (y) three (3) the third Euro-Dollar Business Days Day before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2ii) the aggregate amount of such Borrowing, (3iii) whether the Loans comprising such Borrowing are to be Alternate Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans,, and (4iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m.10:00 a.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the requested Letter of Credit (which in no event shall be later than twelve thirty (1230) months after the issuance of such Letter of Credit or days prior to the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m.10:00 a.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, provided that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no law. Any Letter of Credit issued hereunder shall require provide that payment shall be made against a conforming draft to be made thereunder on the following same Domestic Business Day that such draft is presented provided such presentation is made to the Fronting Bank on or before 10:00 A.M. New York City time of such Domestic Business Day; if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that time, then payment shall be made against such conforming draft on the same following Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw)Day. In determining whether to pay on such Letter of Credit or Existing Letter of Credit, as applicable, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit or Existing Letter of Credit, as applicable, have been delivered and that they comply on their face with the requirements of that Letter of Credit or Existing Letter of Credit, as applicable.

Notice of Committed Borrowing. (a) The When the Borrower or applicable Qualified Borrower desires to borrow under this Section 2.1, it shall give deliver to the Administrative Agent notice (a “Notice of Committed Borrowing”, signed by it (i) not no later than 2:00 p.m. 12:00 noon (New York City time) (x) one Domestic Business Day before each on the proposed Funding Date, in the case of a Borrowing of Base Rate BorrowingLoans, (yii) no later than 11:00 a.m. (New York time) at least three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowingin advance of the proposed Funding Date, or in the case of a Borrowing of Eurodollar Rate Loans, (ziii) three no later than 11:00 a.m. (3London time) Domestic at least four (4) Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at the Offered Eurodollar Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2) the aggregate amount of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, denominated in an amount less than the principal amount requested by the Borrower in the related Money Market Quote RequestAlternative Currency, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, (iv) no later than 2:30 p.m. 11:00 a.m. (New York City time) on at least nine (9) Business Days for the date first instance of borrowing by such Borrowing. (b) Foreign Qualified Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City timethereafter, at least four (4) Domestic Business Days, before each Borrowing by a Foreign Qualified Borrower; provided that a Foreign Qualified Borrower may not deliver a Notice of Committed Borrowing until the date that is at least five (5) Business Days prior to following the later of (A) the date of such issuancea New Foreign Qualified Borrower Notice or (B) the date of a New Foreign Qualified Borrower Amendment. Each such notice Such Notice of Committed Borrowing shall specify (i) the designated Fronting Bankproposed Funding Date (which shall be a Business Day), (ii) the aggregate amount of the requested Letters of Creditproposed Borrowing, (iii) the individual amount Revolving Credit Availability as of each requested Letter the date of Credit and the number such Notice of Letters of Credit to be issuedBorrowing, (iv) whether the date proposed Borrowing will be of such issuance (which shall be a Domestic Business Day)Base Rate Loans or Eurodollar Rate Loans, and if Eurodollar Rate Loans are requested other than in Dollars, the Alternative Currency being requested, (v) in the name and address case of Eurodollar Rate Loans, the beneficiaryrequested Eurodollar Interest Period, (vi) instructions for the expiration date disbursement of the Letter proceeds of Credit the proposed Borrowing, and (which vii) if the Notice of Committed Borrowing is delivered by a Foreign Qualified Borrower, the jurisdiction of formation and organization of such Foreign Qualified Borrower. In lieu of delivering such a Notice of Committed Borrowing (except with respect to a Borrowing of Committed Loans on the Initial Funding Date or to a Foreign Qualified Borrower), the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.1(b), if the Borrower or the applicable Qualified Borrower confirms such notice by delivery of the Notice of Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event shall be later than twelve 3:00 p.m. (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary day. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.1(b) shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditirrevocable.

Notice of Committed Borrowing. (a) The When the Borrower or applicable Qualified Borrower desires to borrow under this Section 2.1, it shall give deliver to the Administrative Agent notice (a “Notice of Committed Borrowing”, signed by it (i) not no later than 2:00 p.m. 12:00 noon (New York City time) (x) one Domestic Business Day before each Base Rate Borrowingon the proposed Funding Date, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest of Base Rate Loans, (ii) no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the Offered Rate or a Euro-Dollar Business Day proposed Funding Date, in the case of a Euro-Dollar Borrowing, (2) the aggregate amount Borrowing of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Eurodollar Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4iii) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. 11:00 a.m. (New York City London time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to before each Borrowing of Eurodollar Rate Loans denominated in an Alternative Currency, and (iv) no later than 11:00 a.m. (New York time) at least nine (9) Business Days before each Borrowing by a Foreign Qualified Borrower; provided that a Foreign Qualified Borrower may not deliver a Notice of Committed Borrowing until the date that is at least five (5) Business Days following the later of (A) the date of such issuancea New Foreign Qualified Borrower Notice or (B) the date of a New Foreign Qualified Borrower Amendment. Each such notice Such Notice of Committed Borrowing shall specify (i) the designated Fronting Bankproposed Funding Date (which shall be a Business Day), (ii) the aggregate amount of the requested Letters of Creditproposed Borrowing, (iii) the individual amount Revolving Credit Availability as of each requested Letter the date of Credit and the number such Notice of Letters of Credit to be issuedBorrowing, (iv) whether the date proposed Borrowing will be of such issuance (which shall be a Domestic Business Day)Base Rate Loans or Eurodollar Rate Loans, and if Eurodollar Rate Loans are requested other than in Dollars, the Alternative Currency being requested, (v) in the name and address case of Eurodollar Rate Loans, the beneficiaryrequested Eurodollar Interest Period, (vi) instructions for the expiration date disbursement of the Letter proceeds of Credit the proposed Borrowing, and (which vii) if the Notice of Committed Borrowing is delivered by a Foreign Qualified Borrower, the jurisdiction of formation and organization of such Foreign Qualified Borrower. In lieu of delivering such a Notice of Committed Borrowing (except with respect to a Borrowing of Committed Loans on the Initial Funding Date or to a Foreign Qualified Borrower), the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.1(b), if the Borrower or the applicable Qualified Borrower confirms such notice by delivery of the Notice of Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event shall be later than twelve 3:00 p.m. (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary day. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.1(b) shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditirrevocable.

Notice of Committed Borrowing. (a) The When the Borrower or applicable Qualified Borrower desires to borrow under this Section 2.1, it shall give deliver to the Administrative Agent notice (a “Notice of Committed Borrowing”, signed by it (i) not no later than 2:00 p.m. 12:00 noon (New York City time) (x) one Domestic on the Business Day before each Base Rate Borrowingimmediately preceding the proposed Funding Date, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest of Base Rate Loans, (ii) no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the Offered Rate or a Euro-Dollar Business Day proposed Funding Date, in the case of a Euro-Dollar Borrowing, (2) the aggregate amount Borrowing of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Eurodollar Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, and (4iii) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. 11:00 a.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date before each Borrowing of such issuanceEurodollar Rate Loans denominated in an Alternative Currency. Each such notice Such Notice of Committed Borrowing shall specify (i) the designated Fronting Bankproposed Funding Date (which shall be a Business Day), (ii) the aggregate amount of the requested Letters of Creditproposed Borrowing, (iii) the individual amount Revolving Credit Availability as of each requested Letter the date of Credit and the number such Notice of Letters of Credit to be issuedBorrowing, (iv) whether the date proposed Borrowing will be of such issuance (which shall be a Domestic Business Day)Base Rate Loans or Eurodollar Rate Loans, and if Eurodollar Rate Loans are requested other than in Dollars, the Alternative Currency being requested, (v) in the name case of Eurodollar Rate Loans, the requested Eurodollar Interest Period, and address of the beneficiary, (vi) instructions for the expiration date disbursement of the Letter proceeds of Credit the proposed Borrowing. In lieu of delivering such a Notice of Committed Borrowing (which except with respect to a Borrowing of Committed Loans on the Initial Funding Date), the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.1(b), if the Borrower or the applicable Qualified Borrower confirms such notice by delivery of the Notice of Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event shall be later than twelve 3:00 p.m. (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary day. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.1(b) shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditirrevocable.

Notice of Committed Borrowing. (a) The Borrower shall give the Administrative Agent notice (a “Notice of Committed Borrowing”) not later than 2:00 p.m. (New York City time) (x) one Domestic Business Day before each Base Rate Borrowing, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Base Rate Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2) the aggregate amount of such Borrowing, (3) the Class of such Borrowing, (4) whether the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (45) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (56) the intended use for the proceeds of such Borrowing, and (67) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Revolving Credit Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Revolving Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) The Borrower shall give the Administrative Agent, and the designated Fronting BankBanks, written notice notice, together with a Letter of Credit Application, in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting BankBank(s), (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and issued, (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to such Fronting Bank)) and (ix) a certification that the aggregate outstanding amount of all Letters of Credit issued by such Fronting Bank under this Agreement does not exceed $16,666,666.67. Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the such Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the applicable Fronting Bank to make a payment under the Letter of Credit; provided, that any Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the such Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the such Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Notice of Committed Borrowing. (a) The A Borrower shall give the Administrative Applicable Agent notice (a “Notice of Committed Borrowing”"NOTICE OF COMMITTED BORROWING") not later than 2:00 p.m. 10:30 A.M. (New York City time)(or 10:30 A.M. (London time) in the case of Alternative Currency Borrowing) on (x) one Domestic Business Day before the date of each Base Rate Borrowing, (y) three (3) the third Euro-Dollar Business Days Day before each Euro-Dollar Borrowing, or Borrowing and (z) three the third Euro-Currency Business Day before (3or, solely in the case of Alternative Currency Borrowings denominated in Sterling, telephonic notice (such telephonic notice to be confirmed promptly in writing) Domestic not later than 5:00 A.M. (New York City time) on the Euro-Currency Business Days before Day of) each Borrowing bearing interest at the Offered RateAlternative Currency Borrowing, specifying: (1i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Base Rate Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Currency Business Day in the case of a Euro-Dollar Currency Borrowing,; (2ii) the currency and the aggregate amount in the relevant currency and the Dollar Amount of such Borrowing,; provided that if no currency is specified with respect to any requested Borrowing, then the Borrower shall be deemed to have selected Dollars; (3iii) in the case of Committed Dollar Loans, whether the Loans comprising such Borrowing are to be bear interest initially at the Base Rate Loans, Loans bearing interest at the Offered Rate or a Euro-Dollar Loans,Currency Rate; and (4iv) in the case of a Euro-Dollar Currency Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that case of an Alternative Currency Borrowing, the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than location from which payments of the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall and interest on such Alternative Currency Borrowing will be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Creditmade, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they will comply on their face with the requirements of that Letter of CreditSection 2.14.

Notice of Committed Borrowing. Each Pro Rata Borrowing or Term Borrowing shall be made on notice, given not later than (ax) The 11:00 a.m. (Local Time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Advances denominated in US Dollars, Canadian Prime Rate Advances or CDO Rate Advances, (y) 11:00 a.m. (Local Time) on the fourth Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Advances denominated in Sterling or EURIBO Rate Advances or (z) 9:00 a.m. (Local Time) on the Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the applicable Borrower (or the Parent Borrower on its behalf), to the Administrative Agent, which shall give to each Lender of the Administrative Agent applicable Class prompt notice thereof. Each such notice of a Committed Borrowing (a “Notice of Committed Borrowing”) not later than 2:00 p.m. shall be in writing (New York City timeor, in the case of Committed Borrowings denominated in US Dollars, by telephone promptly confirmed in writing), delivered by email or facsimile, signed by a duly authorized officer of the applicable Borrower (or of the Parent Borrower, as applicable) (x) one Domestic Business Day before each Base Rate Borrowingand in substantially the form of Exhibit B-1 hereto, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifyingspecifying therein in compliance with Section 2.01: (1i) whether the requested Committed Borrowing is to be a Term Borrowing or a Pro Rata Borrowing, (ii) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Committed Borrowing, (2iii) the Type of Advances comprising such Committed Borrowing, (iv) the aggregate amount and currency of such Committed Borrowing,, and (3) whether the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4v) in the case of a Euro-Dollar BorrowingCommitted Borrowing consisting of LIBO Rate Advances, EURIBO Rate Advances or CDO Rate Advances, the duration initial Interest Period for each such Committed Advance. Notwithstanding anything herein to the contrary, no Borrower may select LIBO Rate Advances, EURIBO Rate Advances or CDO Rate Advances, as applicable, for any Committed Borrowing if the obligation of the Interest Period applicable theretoLenders to make LIBO Rate Advances, subject to EURIBO Rate Advances or CDO Rate Advances, as the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowingcase may be, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks shall then be suspended pursuant to Section 2.3(c2.06(b), 2.08(c) below are, in the aggregate, in an amount less than the principal amount or 2.13. If no currency is specified with respect to any requested by the Borrower in the related Money Market Quote RequestPro Rata Borrowing, then the applicable Borrower shall be permitted deemed to give have selected US Dollars. If no election as to the Administrative Agent notice Type of its intent Committed Borrowing is specified, then the requested Borrowing shall be (A) in the case of a Committed Borrowing denominated in US Dollars and made to make the Parent Borrower or any other Borrower that is a Domestic Subsidiary, a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes Borrowing (and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (eachotherwise, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business DayLIBO Rate Borrowing), (vB) in the name and address case of the beneficiarya Pro Rata Borrowing denominated in Euros, a EURIBO Rate Borrowing, (viC) in the expiration date case of a Pro Rata Borrowing denominated in Sterling, a LIBO Rate Borrowing and (D) in the Letter case of Credit (which a Pro Rata Borrowing denominated in Canadian Dollars, a Canadian Prime Rate Borrowing. If no event Interest Period is specified with respect to any requested LIBO Rate Borrowing, EURIBO Rate Borrowing or CDO Rate Borrowing, then the applicable Borrower shall be later than twelve (12) months after the issuance deemed to have selected an Interest Period of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditmonth’s duration.

Notice of Committed Borrowing. (a) The ----------------------------- Borrower shall give the Administrative Agent notice (a “"Notice of Committed ------------------- Borrowing”") not later than 2:00 p.m. 10:00 a.m. (New York City time) (x) one Domestic --------- Business Day before each Alternate Base Rate Borrowing, Borrowing or (y) three (3) the third Euro-Dollar Business Days Day before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2ii) the aggregate amount of such Borrowing, (3iii) whether the Loans comprising such Borrowing are to be Alternate Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans,, and (4iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “"Letter of Credit”") issued hereunder no later than 2:00 p.m.---------------- 10:00 a.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or thirty (30) days prior to the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m.10:00 a.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, provided that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no law. Any Letter of Credit issued hereunder shall require provide that payment shall be made against a conforming draft to be made thereunder on the following same Domestic Business Day that such draft is presented provided such presentation is made to the Fronting Bank on or before 10:00 A.M. New York City time of such Domestic Business Day; if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that time, then payment shall be made against such conforming draft on the same following Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw)Day. In determining whether to pay on such Letter of Credit or Existing Letter of Credit, as applicable, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit or Existing Letter of Credit, as applicable, have been delivered and that they comply on their face with the requirements of that Letter of Credit or Existing Letter of Credit, as applicable.

Notice of Committed Borrowing. (a) The Borrower shall give the Administrative Agent notice (a “"Notice of Committed Borrowing”") not later than 2:00 p.m. 10:30 A.M. (New York City Eastern time) on (xw) one Domestic Business Day before the date of each Base Rate Borrowing or Canadian Prime Rate Borrowing, (x) the second Business Day (or, if the desired Interest Period requires the prior consent of each Bank making such Loan, the fourth Business Day) before each CD Borrowing and (y) three the third Business Day (3or, if the desired Interest Period requires the prior consent of each Bank making such Loan, the fifth Business Day) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing,Day; (2ii) the aggregate amount of such Borrowing,; (3iii) whether the Class and Type of the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans,Borrowing; and (4iv) in the case of a Euro-Dollar Fixed Rate Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) If the Borrower shall give specifies an Interest Period that requires the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount consent of each requested Letter Bank making such Loan with respect to any Euro-Dollar Borrowing or any CD Borrowing (in each case, an "Alternate Interest Period") in any Notice of Credit and the number Committed Borrowing or Notice of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank Interest Rate Election and the Administrative Agent shall not have received from any time prior Bank written objection to such Alternate Interest Period by 9:30 A.M. (Eastern time) on the date of issuance of the Letter of Credit second Business Day after receipt by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimileof such notice, then each Bank shall be deemed to have consented to such Alternate Interest Period; provided that such notice specifies that the consent of each Bank making such Loan is required and that if such Bank does not timely object as set forth above, then such Bank shall be deemed to have consented. No later than 2:00 p.m.If any Bank timely objects as set forth above to any request for an Alternate Interest Period, New York City time, on then the date that is four (4) Domestic Business Days prior to Administrative Agent shall promptly notify the date of issuance, Borrower and the Borrower shall specify deliver a precise description new Notice of Committed Borrowing or Notice of Interest Rate Election (which may be included as an alternative election in the documents and original notice) specifying a different election within the verbatim text applicable time periods specified in the definition of any certificate Interest Period. If the Borrower fails to be presented by so timely deliver such a new notice, then the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit related Loans shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented as (or continued as or converted into) Base Rate Loans (if such presentation is made later than 10:00 A.M. New York City time denominated in Dollars) or Canadian Prime Rate Loans (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day drawdenominated in Canadian Dollars). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Notice of Committed Borrowing. (a) The When the Borrower desires to borrow under this Section 2.1, it shall give deliver to the Administrative Payment and Disbursement Agent notice (a “Notice of Committed Borrowing”, signed by it (i) not no later than 2:00 p.m. 12:00 noon (New York City time) (x) one Domestic on the Business Day before each Base Rate Borrowingimmediately preceding the proposed Funding Date, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at of Base Rate Loans, (ii) no later than 10:00 a.m. (New York time) on the Offered Rate or a Euro-Dollar Business Day immediately preceding the proposed Funding Date, in the case of a Euro-Dollar Borrowing, Borrowing of IBOR Rate Loans and (2iii) the aggregate amount of such Borrowing, no later than 11:00 a.m. (New York time) at least three (3) whether Business Days in advance of the Loans comprising such Borrowing are to be Base Rate Loansproposed Funding Date, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4) in the case of a Euro-Dollar BorrowingBorrowing of Eurodollar Rate Loans; provided, however, that, except in connection with the duration funding(s) of the Interest Period applicable thereto, subject to the provisions acquisition of the definition assets of Interest Period, (5) the intended use for the proceeds of such BorrowingNew England Development, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount Borrowing may be made within less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. two (New York City time2) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date after any given Borrowing. Such Notice of such issuance. Each such notice Committed Borrowing shall specify (i) the designated Fronting Bankproposed Funding Date (which shall be a Business Day), (ii) the aggregate amount of the requested Letters of Creditproposed Borrowing, (iii) the individual amount Revolving Credit Availability as of each requested Letter the date of Credit and the number such Notice of Letters of Credit to be issuedBorrowing, (iv) whether the date proposed Borrowing will be of such issuance (which shall be a Domestic Business Day)Base Rate Loans, Eurodollar Rate Loans or IBOR Rate Loans, (v) in the name case of Eurodollar Rate Loans or IBOR Rate Loans, the requested Eurodollar Interest Period or IBOR Interest Period, as applicable, and address of the beneficiary, (vi) instructions for the expiration date disbursement of the Letter proceeds of Credit the proposed Borrowing. In lieu of delivering such a Notice of Committed Borrowing (which except with respect to a Borrowing of Committed Loans on the Initial Funding Date), the Borrower may give the Payment and Disbursement Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.1(b), if the Borrower confirms such notice by delivery of the Notice of Borrowing to the Payment and Disbursement Agent by facsimile transmission promptly, but in no event shall be later than twelve 3:00 p.m. (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary day. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.1(b) shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditirrevocable.

Notice of Committed Borrowing. (a) The With respect to Tranche A Loans, the Borrower shall give the Administrative Agent notice (a “"Notice of Committed Borrowing”") not later than 2:00 p.m. 10:00 a.m. (New York City time) (x) one Domestic Business Day before each Base Rate Borrowing, Borrowing or (y) three (3) the third Euro-Dollar Business Days Day before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Base Rate Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2) the aggregate amount of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (65) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c2.3(d) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by the Borrower in the related Money Market Quote Request, no later than 2:30 p.m. 12:00 Noon (New York City time) on the date of such Borrowing. (b) With respect to the Tranche B Loan, the Tranche C Loan and the Tranche D Loan, the Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters Agent a Notice of Credit (each, a “Letter of Credit”) issued hereunder no Committed Borrowing not later than 2:00 p.m., New York City time, at least four 12:00 Noon (4Eastern Time) Domestic (x) one Domes tic Business Days prior to Day before the date of such issuance. Each such notice shall specify Closing Date or (iy) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.third

Notice of Committed Borrowing. (a) The Borrower Xxxxxxxx shall give the Administrative Agent notice (a “Notice of Committed Borrowing”) not later than 2:00 p.m. than: (w) 10:30 A.M. (New York City time) on the date of each ABR Borrowing (including an ABR Borrowing of a Term Loan), (x) one Domestic 10:30 A.M. (London, England time) on the third Business Day (or, solely in the case of a Borrowing denominated in Japanese Yen, on the fourth Business Day), before each Available Currency Borrowing (including an Available Currency Borrowing of a Term Loan), (y) 10:30 A.M. (New York City time) on the third Business Day before each Base Rate BorrowingTerm Benchmark Borrowing (including a Term Benchmark Borrowing of a Term Loan) denominated in Dollars, (yz) three (3) Euro-Dollar in the case of XXXXX Xxxxx denominated in Pounds Sterling, not later than 12:00 Noon, New York City time, five Business Days before each Euro-Dollar the requested date of Borrowing, continuation or (zconversion) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing an ABR Borrowing, an Business Day in the case of an Available Currency Borrowing, or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Term Benchmark Borrowing,; (2ii) the aggregate amount of such Borrowing,, which shall be $10,000,000 or a larger multiple of $1,000,000 or, in the case of an ABR Borrowing only, an amount that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.17(e) except that any Borrowing may be in the aggregate amount available in accordance with Section 3.02(b); (3iii) whether the Loans comprising such Borrowing are is to be Base Rate Loans, Loans bearing interest at the Offered Rate an ABR Borrowing or Euro-Dollar Loans,a Term Benchmark Borrowing; (4iv) whether such Borrowing is a Term Loan Borrowing or Revolving Loan Borrowing; (v) in the case of a Euro-Dollar Term Benchmark Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period,; (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) in the expiration date case of an Available Currency Borrowing, the Letter of Credit (Available Currency in which in no event shall such Borrowing will be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), denominated; and (vii) the purpose and circumstances for which such Letter of Credit Co-Borrower on whose account the Borrowing is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditrequested.

Notice of Committed Borrowing. (a) The Borrower shall ----------------------------- give the Administrative Lead Agent notice (a “"Notice of Committed Borrowing”") not later than 2:00 p.m. ----------------------------- 11:30 a. m. (New York City time) (x) one Domestic Business Day before each Base Rate Borrowing, Borrowing or (y) three (3) the third Euro-Dollar Business Days Day before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2) the aggregate amount of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Lead Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. 12:00 Noon (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Lead Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “"Letter of Credit”") issued hereunder no later than 2:00 p.m.10:00 a.m., New York City ---------------- time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Lead Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Lead Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m.10:00 a.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank -------- may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit -------- ------- shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Lead Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Notice of Committed Borrowing. (a) The When the Borrower or applicable Qualified Borrower desires to borrow under this Section 2.1, it shall give deliver to the Administrative Agent notice (a “Notice of Committed Borrowing”, signed by it (i) not no later than 2:00 p.m. 12:00 noon (New York City time) (x) one Domestic on the Business Day before each Base Rate Borrowingimmediately preceding the proposed Funding Date, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest of Base Rate Loans, (ii) intentionally omitted, (iii) no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the Offered Rate or a Euro-Dollar Business Day proposed Funding Date, in the case of a Euro-Dollar Borrowing, (2) the aggregate amount Borrowing of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Eurodollar Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, and (4iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. 11:00 a.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date before each Borrowing of such issuanceEurodollar Rate Loans denominated in an Alternative Currency. Each such notice Such Notice of Committed Borrowing shall specify (i) the designated Fronting Bankproposed Funding Date (which shall be a Business Day), (ii) the aggregate amount of the requested Letters of Creditproposed Borrowing, (iii) the individual amount Revolving Credit Availability as of each requested Letter the date of Credit and the number such Notice of Letters of Credit to be issuedBorrowing, (iv) whether the date proposed Borrowing will be of such issuance (which shall be a Domestic Business Day)Base Rate Loans or Eurodollar Rate Loans, and if Eurodollar Rate Loans are requested other than in Dollars, the Alternative Currency being requested, (v) in the name case of Eurodollar Rate Loans, the requested Eurodollar Interest Period, and address of the beneficiary, (vi) instructions for the expiration date disbursement of the Letter proceeds of Credit the proposed Borrowing. In lieu of delivering such a Notice of Committed Borrowing (which except with respect to a Borrowing of Committed Loans on the Initial Funding Date), the Borrower may give the Administrative Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.1(b), if the Borrower confirms such notice by delivery of the Notice of Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event shall be later than twelve 3:00 p.m. (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary day. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.1(b) shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditirrevocable.

Notice of Committed Borrowing. (a) The Borrower shall give the Administrative Agent notice (a “Notice of Committed Borrowing”) not later than 2:00 p.m. (New York City time) (x) one Domestic Business Day before each Base Rate Borrowing, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Base Rate Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2) the aggregate amount of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (ba) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Notice of Committed Borrowing. (a) The A Borrower shall give the Administrative Applicable Agent notice (a “Notice of Committed Borrowing”) not later than 2:00 p.m. 10:30 A.M. (New York City time)(or 10:30 A.M. (London time) in the case of Alternative Currency Borrowing) on (x) one Domestic Business Day before the date of each Base Rate Borrowing, (y) three (3) the third Euro-Dollar Business Days Day before each Euro-Dollar Borrowing, or Borrowing and (z) three the third Euro-Currency Business Day before (3or, solely in the case of Alternative Currency Borrowings denominated in Sterling, telephonic notice (such telephonic notice to be confirmed promptly in writing) Domestic not later than 5:00 A.M. (New York City time) on the Euro-Currency Business Days before Day of) each Borrowing bearing interest at the Offered RateAlternative Currency Borrowing, specifying: (1i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Base Rate Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Currency Business Day in the case of a Euro-Dollar Currency Borrowing,; (2ii) the currency and the aggregate amount in the relevant currency and the Dollar Amount of such Borrowing,; provided that if no currency is specified with respect to any requested Borrowing, then the Borrower shall be deemed to have selected Dollars; (3iii) in the case of Committed Dollar Loans, whether the Loans comprising such Borrowing are to be bear interest initially at the Base Rate Loans, Loans bearing interest at the Offered Rate or a Euro-Dollar Loans,Currency Rate; and (4iv) in the case of a Euro-Dollar Currency Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that case of an Alternative Currency Borrowing, the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than location from which payments of the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall and interest on such Alternative Currency Borrowing will be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Creditmade, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they will comply on their face with the requirements of that Letter of CreditSection 2.14.

Notice of Committed Borrowing. (a) The Borrower Borrowers shall give the Administrative Agent notice (a “Notice of Committed Borrowing”) not later than 2:00 p.m. 12:00 noon (New York, New York City time) (x) one (1) Domestic Business Day before each Alternate Base Rate Borrowing, or (y) three (3) Euro-Dollar LIBOR Business Days before each Euro-Dollar LIBOR Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar LIBOR Business Day in the case of a Euro-Dollar LIBOR Borrowing, (2ii) the aggregate amount of such Borrowing, (3iii) whether the Loans comprising such Borrowing are to be Alternate Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar LIBOR Loans, (4iv) in the case of a Euro-Dollar LIBOR Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5v) the intended use for the proceeds of such Borrowing, andTotal Available Commitments, (6vi) that no Default or Event the Outstanding Balance. Together with the notice to the Administrative Agent as specified immediately above, the Borrowers shall deliver to the Administrative Agent a completed, current certificate, identifying the Borrowing Base Assets against which the Borrowing is being requested, setting forth the calculation of Default has occurred or is continuing. Notwithstanding Borrowing Base Availability, and providing other information concerning the time frame set forth in clause (a)(x) aboveBorrowing Base and the Borrowers, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower form attached hereto as Exhibit D (a “Borrowing Base Certificate”). The Borrowers shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting BankLender, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m.10:00 A.M., New York, New York City time, at least four five (45) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting BankLender (if other than KeyBank and, if not KeyBank, such other Fronting Lender shall be subject to the approval of the Administrative Agent), (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than in excess of twelve (12) months after from the date of issuance of such Letter of Credit or less than thirty (30) days prior to the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and issued, (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave be approved by the Fronting Lender), (ix) the Total Available Commitments, (x) the Borrowing Base Assets against which the issuance of the Letter(s) of Credit is being requested and the Borrowing Base Value of such Borrowing Base Assets (taking into consideration the amount of all Borrowings and Letter of Credit Usage outstanding with respect to such Borrowing Base Assets), including a certification from the chief financial officer or chief accounting officer of NorthStar setting forth in reasonable detail the manner by which the foregoing calculations have been made, and (xi) the Outstanding Balance. Together with the notice to the Administrative Agent as specified immediately above, the Borrowers shall deliver to the Administrative Agent a completed, current Borrowing Base Certificate stating that, after taking into account the issuance of any discretion such Letter(s) of Credit, the Borrowers shall be in full compliance with all of the covenants contained in Section 5.8 of this Agreement and that the requirements with respect to Fronting Bank)the Borrowing Base Values shall be met. Each such notice may be revoked telephonically by the Borrower Borrowers to each of the applicable Fronting Bank Lender and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting BankLender, provided such revocation is confirmed in writing by the Borrower Borrowers to the Fronting Bank Lender and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m.10:00 A.M. New York, New York City time, time on the date that is four five (45) Domestic Business Days prior to the date of issuance, the Borrower Borrowers shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank Lender to make a payment under the Letter of Credit; provided, provided that Fronting Bank Lender may, in its reasonable judgment, require reasonable changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, and provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York, New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank Lender no later than 10:00 A.M. New York, New York City time and provided further that, prior to the Borrower issuance of such Letter of Credit, Borrowers shall have requested to the Fronting Bank Lender and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank Lender shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Notice of Committed Borrowing. (a) The When the Borrower desires to borrow under this Section 2.1, it shall give deliver to the Administrative Agent notice (a “Notice of Committed Borrowing”, signed by it (i) not no later than 2:00 p.m. 12:00 noon (New York City time) (x) one Domestic on the Business Day before each immediately preceding the proposed Funding Date, in the case of a Borrowing of Base Rate Borrowing, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, Loans or (z) three (3) Domestic Business Days before each Borrowing bearing interest Loans at the Offered Rate, specifying: (1ii) no later than 10:00 a.m. (New York time) on the date of such Borrowing, which shall be a Domestic Business Day immediately preceding the proposed Funding Date, in the case of a Domestic Borrowing or a Borrowing bearing interest of IBOR Rate Loans, (iii) no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the Offered Rate or a Euro-Dollar Business Day proposed Funding Date, in the case of a Euro-Dollar Borrowing, (2) the aggregate amount Borrowing of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Eurodollar Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, and (4iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. 11:00 a.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date before each Borrowing of such issuanceEurodollar Rate Loans denominated in an Alternative Currency. Each such notice Such Notice of Committed Borrowing shall specify (i) the designated Fronting Bankproposed Funding Date (which shall be a Business Day), (ii) the aggregate amount of the requested Letters of Creditproposed Borrowing, (iii) the individual amount Revolving Credit Availability as of each requested Letter the date of Credit and the number such Notice of Letters of Credit to be issuedBorrowing, (iv) whether the date proposed Borrowing will be of such issuance (which shall be a Domestic Business Day)Base Rate Loans, Eurodollar Rate Loans or IBOR Rate Loans, and if Eurodollar Rate Loans are requested other than in Dollars, the Alternative Currency being requested, (v) in the name case of Eurodollar Rate Loans or IBOR Rate Loans, the requested Eurodollar Interest Period or IBOR Interest Period, as applicable, and address of the beneficiary, (vi) instructions for the expiration date disbursement of the Letter proceeds of Credit the proposed Borrowing. In lieu of delivering such a Notice of Committed Borrowing (which except with respect to a Borrowing of Committed Loans on the Initial Funding Date), the Borrower may give the Administrative Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.1(b), if the Borrower confirms such notice by delivery of the Notice of Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event shall be later than twelve 3:00 p.m. (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary day. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.1(b) shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditirrevocable.

Notice of Committed Borrowing. (a) The When the Borrower or applicable Qualified Borrower desires to borrow under this Section 2.1, it shall give deliver to the Administrative Agent notice (a “Notice of Committed Borrowing”, signed by it (i) not no later than 2:00 p.m. 12:00 noon (New York City time) (x) one Domestic Business Day before each on the proposed Funding Date, in the case of a Borrowing of Base Rate BorrowingLoans, (yii) no later than 11:00 a.m. (New York time) at least three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowingin advance of the proposed Funding Date, or in the case of a Borrowing of Eurodollar Rate Loans, (ziii) three no later than 11:00 a.m. (3London time) Domestic at least four (4) Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at the Offered Eurodollar Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2) the aggregate amount of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, denominated in an amount less than the principal amount requested by the Borrower in the related Money Market Quote RequestAlternative Currency, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, (iv) no later than 2:30 p.m. 11:00 a.m. (New York City time) on at least nine (9) Business Days for the date first instance of borrowing by such Borrowing. (b) Foreign Qualified Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City timethereafter, at least four (4) Domestic Business Days, before each Borrowing by a Foreign Qualified Borrower; provided that a Foreign Qualified Borrower may not deliver a Notice of Committed Borrowing until the date that is at least five (5) Business Days prior to following the later of (A) the date of such issuancea New Foreign Qualified Borrower Notice or (B) the date of a New Foreign Qualified Borrower Amendment. Each such notice Such Notice of Committed Borrowing shall specify (i) the designated Fronting Bankproposed Funding Date (which shall be a Business Day), (ii) the aggregate amount of the requested Letters of Creditproposed Borrowing, (iii) the individual amount Revolving Credit Availability as of each requested Letter the date of Credit and the number such Notice of Letters of Credit to be issuedBorrowing, (iv) whether the date proposed Borrowing will be of such issuance (which shall be a Domestic Business Day)Base Rate Loans or Eurodollar Rate Loans, and if Eurodollar Rate Loans are requested other than in Dollars, the Alternative Currency being requested, (v) in the name and address case of Eurodollar Rate Loans, the beneficiaryrequested Eurodollar Interest Period, (vi) instructions for the expiration date disbursement of the Letter proceeds of Credit the proposed Borrowing, and (which vii) if the Notice of Committed Borrowing is delivered by a Foreign Qualified Borrower, the jurisdiction of formation and organization of such Foreign Qualified Borrower. In lieu of delivering such a Notice of Committed Borrowing (except with respect to a Borrowing of Committed Loans on the Initial Funding Date or to a Foreign Qualified Borrower), the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.1(b), if the Borrower or the applicable Qualified Borrower confirms such notice by delivery of the Notice of Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event shall be later than twelve 3:00 p.m. (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary day. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.1(b) shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditirrevocable.

Notice of Committed Borrowing. (a) The Borrower Carlisle shall give the Administrative Agent notice (a “Notice of Committed Borrowing”) not later than 2:00 p.m. than: (xw) 10:30 A.M. (New York City FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 42 - time) on the date of each ABR Borrowing (including an ABR Borrowing of a Term Loan), (yx) 10:30 A.M. (London, England time) on the third Available Currency Business Day (or, solely in the case of a Borrowing denominated in Japanese Yen, on the fourth Available Currency Business Day), before each Available Currency Borrowing (including an Available Currency Borrowing of a Term Loan) and, (zy) 10:30 A.M. (New York City time) (x) one Domestic on the third Eurodollar Business Day before each Base Rate BorrowingEurodollarTerm Benchmark Borrowing (including a EurodollarTerm Benchmark Borrowing of a Term Loan) denominated in Dollars, (yz) three (3) Euro-Dollar in the case of XXXXX Loans denominated in Pounds Sterling, not later than 12:00 Noon, New York City time, five Business Days before each Euro-Dollar the requested date of Borrowing, continuation or (zconversion) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing an ABR Borrowing, an Available Currency Business Day in the case of an Available Currency Borrowing, or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Eurodollar Business Day in the case of a Euro-Dollar EurodollarTerm Benchmark Borrowing,; (2ii) the aggregate amount of such Borrowing,, which shall be $10,000,000 or a larger multiple of $1,000,000 or, in the case of an ABR Borrowing only, an amount that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.17(e) except that any Borrowing may be in the aggregate amount available in accordance with Section 3.02(b); (3iii) whether the Loans comprising such Borrowing are is to be Base Rate Loans, Loans bearing interest at the Offered Rate an ABR Borrowing or Euro-Dollar Loans,a EurodollarTerm Benchmark Borrowing; (4iv) whether such Borrowing is a Term Loan Borrowing or Revolving Loan Borrowing; (v) in the case of a Euro-Dollar EurodollarTerm Benchmark Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period,; (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) in the expiration date case of an Available Currency Borrowing, the Letter of Credit (Available Currency in which in no event shall such Borrowing will be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), denominated; and (vii) the purpose and circumstances for which such Letter of Credit Co-Borrower on whose account the Borrowing is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditrequested.

Notice of Committed Borrowing. (a) The Borrower shall give the Administrative Agent notice (a “Notice of Committed Borrowing”) not later than 2:00 p.m. (I) 10:30 A.M. (New York City time) on (x) one Domestic Business Day before the date of each Base Rate Borrowing, Borrowing and (y) three (3) the third Euro-Dollar Business Days Day (or, if an Interest Period of twelve months is elected, the fifth Euro-Dollar Business Day) before each Euro-Dollar Borrowing, Borrowing or (zII) three 2:00 P.M. (3New York City time) Domestic Business Days before on the date of each Borrowing bearing interest at the Offered RateSwingline Loan, specifying: (1i) the date of such Borrowing, which shall be (A) a Domestic Business Day in the case of a Domestic Base Rate Borrowing or a Borrowing bearing interest at the Offered Rate or Swingline Loan and (B) a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing,; (2ii) the aggregate amount of such Borrowing,; (3iii) whether the Loans comprising such Borrowing are to be Swingline Loans, Tranche A Conventional Loans or Tranche B Conventional Loans; (iv) whether the Loans comprising such Borrowing are to bear interest initially at the Base Rate Loans, Loans bearing interest at the Offered Rate or a Euro-Dollar Loans,Rate; and (4v) in the case of a Euro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) If the Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters requests an Interest Period of Credit twelve months (each, a an “Letter of CreditExtended Interest Period”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiaryor an Interest Period shorter than one month, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to will determine, in accordance with the date definition of issuance “Interest Period” herein, whether an Interest Period of such duration will be available, and will promptly notify the Letter of Credit by Borrower and the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary Banks of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditdetermination.

Notice of Committed Borrowing. (a) The Borrower ----------------------------- shall give the Administrative Agent notice (a “"Notice of Committed Borrowing”") ----------------------------- not later than 2:00 p.m. (New York City time) (x) one Domestic Business Day before each Base Rate Borrowing, Borrowing or (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2) the aggregate amount of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “"Letter of Credit”") issued hereunder no later than ---------------- 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, -------- require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided -------- further, that no Letter of Credit shall require payment against a conforming ------- draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Notice of Committed Borrowing. (a) The Borrower Carlisle shall give the Administrative Agent notice (a “Notice of Committed Borrowing”) not later than 2:00 p.m. than: (x) 10:30 A.M. (New York City time) on the date of each ABR Borrowing (xincluding an ABR Borrowing of a Term Loan), (y) one Domestic 10:30 A.M. (London, England time) on the third Available Currency Business Day (or, solely in the case of a Borrowing denominated in Japanese Yen, on the fourth Available Currency Business Day), before each Available Currency Borrowing (including an Available Currency Borrowing of a Term Loan) and (z) 10:30 A.M. (New York City time) on the third Eurodollar Business Day before each Base Rate Borrowing, Eurodollar Borrowing (yincluding a Eurodollar Borrowing of a Term Loan) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Ratedenominated in Dollars, specifying: (1i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing an ABR Borrowing, an Available Currency Business Day in the case of an Available Currency Borrowing, or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Eurodollar Business Day in the case of a Euro-Dollar Eurodollar Borrowing,; (2ii) the aggregate amount of such Borrowing,, which shall be $10,000,000 or a larger multiple of $1,000,000 or, in the case of an ABR Borrowing only, an amount that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.17(e) except that any Borrowing may be in the aggregate amount available in accordance with Section 3.02(b); (3iii) whether the Loans comprising such Borrowing are is to be Base Rate Loans, Loans bearing interest at the Offered Rate an ABR Borrowing or Euro-Dollar Loans,a Eurodollar Borrowing; (4iv) whether such Borrowing is a Term Loan Borrowing or Revolving Loan Borrowing; (v) in the case of a Euro-Dollar Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period,; (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) in the expiration date case of an Available Currency Borrowing, the Letter of Credit (Available Currency in which in no event shall such Borrowing will be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), denominated; and (vii) the purpose and circumstances for which such Letter of Credit Co-Borrower on whose account the Borrowing is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditrequested.

Notice of Committed Borrowing. (a) The Borrower shall ----------------------------- give the Administrative Lead Agent notice (a “"Notice of Committed Borrowing”") not later than ----------------------------- 2:00 p.m. (New York City time) (x) one Domestic Business Day before each Base Rate Borrowing, Borrowing or (y) three (3) the third Euro-Dollar Business Days Day before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2) the aggregate amount of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Lead Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Lead Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “"Letter of Credit”") issued hereunder no later than 2:00 p.m., New York ---------------- City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Lead Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Lead Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank -------- may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall -------- ------- require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Lead Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Notice of Committed Borrowing. (a) The Borrower shall give the Administrative Agent notice (a “Notice of Committed Borrowing”) not later than 2:00 p.m. (New York City time) (x) one Domestic Business Day before each Base Rate Borrowing, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Base Rate Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2) the aggregate amount of such Borrowing, (3) the Class of such Borrowing, (4) whether the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (45) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (56) the intended use for the proceeds of such Borrowing, and (67) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Revolving Credit Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Revolving Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) The Borrower shall give the Administrative Agent, and the designated Fronting BankBank(s), written notice notice, together with a Letter of Credit Application, in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting BankBank(s), (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and issued, (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to such Fronting Bank)) and (ix) a certification that the aggregate outstanding amount of all Letters of Credit issued by such Fronting Bank under this Agreement does not exceed its Letter of Credit Commitment. Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting BankBank(s), provided such revocation is confirmed in writing by the Borrower to the such Fronting Bank Bank(s) and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the applicable Fronting Bank to make a payment under the Letter of Credit; provided, that any Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the such Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the such Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Notice of Committed Borrowing. (a) The When the Borrower or applicable Qualified Borrower desires to borrow under this Section 2.1, it shall give deliver to the Administrative Agent notice (a “Notice of Committed Borrowing”, signed by it (i) not no later than 2:00 p.m. 12:00 noon (New York City time) (x) one Domestic on the Business Day before each Base Rate Borrowingimmediately preceding the proposed Funding Date, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest of Base Rate Loans, (ii) no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the Offered Rate or a Euro-Dollar Business Day proposed Funding Date, in the case of a Euro-Dollar Borrowing, (2) the aggregate amount Borrowing of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Eurodollar Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4iii) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. 11:00 a.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date before each Borrowing of such issuanceEurodollar Rate Loans denominated in an Alternative Currency and (iv) no later than 11:00 a.m. (New York time) at least nine (9) Business Days before each Borrowing by a Foreign Qualified Borrower. Each such notice Such Notice of Committed Borrowing shall specify (i) the designated Fronting Bankproposed Funding Date (which shall be a Business Day), (ii) the aggregate amount of the requested Letters of Creditproposed Borrowing, (iii) the individual amount Revolving Credit Availability as of each requested Letter the date of Credit and the number such Notice of Letters of Credit to be issuedBorrowing, (iv) whether the date proposed Borrowing will be of such issuance (which shall be a Domestic Business Day)Base Rate Loans or Eurodollar Rate Loans, and if Eurodollar Rate Loans are requested other than in Dollars, the Alternative Currency being requested, (v) in the name and address case of Eurodollar Rate Loans, the beneficiaryrequested Eurodollar Interest Period, (vi) instructions for the expiration date disbursement of the Letter proceeds of Credit the proposed Borrowing, and (which vii) if the Notice of Committed Borrowing is delivered by a Foreign Qualified Borrower, the jurisdiction of formation and organization of such Foreign Qualified Borrower. In lieu of delivering such a Notice of Committed Borrowing (except with respect to a Borrowing of Committed Loans on the Initial Funding Date or to a Foreign Qualified Borrower), the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.1(b), if the Borrower or the applicable Qualified Borrower confirms such notice by delivery of the Notice of Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event shall be later than twelve 3:00 p.m. (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary day. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.1(b) shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditirrevocable.

Notice of Committed Borrowing. (a) The When the Borrower or applicable Qualified Borrower desires to borrow under this Section 2.1, it shall give deliver to the Administrative Agent notice (a “Notice of Committed Borrowing”, signed by it (i) not no later than 2:00 p.m. 12:00 noon (New York City time) (x) one Domestic on the Business Day before each immediately preceding the proposed Funding Date, in the case of a Borrowing of Base Rate Borrowing, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, Loans or (z) three (3) Domestic Business Days before each Borrowing bearing interest Loans at the Offered Rate, specifying: (1ii) no later than 10:00 a.m. (New York time) on the date of such Borrowing, which shall be a Domestic Business Day immediately preceding the proposed Funding Date, in the case of a Domestic Borrowing or a Borrowing bearing interest of IBOR Rate Loans, (iii) no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the Offered Rate or a Euro-Dollar Business Day proposed Funding Date, in the case of a Euro-Dollar Borrowing, (2) the aggregate amount Borrowing of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Eurodollar Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, and (4iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. 11:00 a.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date before each Borrowing of such issuanceEurodollar Rate Loans denominated in an Alternative Currency. Each such notice Such Notice of Committed Borrowing shall specify (i) the designated Fronting Bankproposed Funding Date (which shall be a Business Day), (ii) the aggregate amount of the requested Letters of Creditproposed Borrowing, (iii) the individual amount Revolving Credit Availability as of each requested Letter the date of Credit and the number such Notice of Letters of Credit to be issuedBorrowing, (iv) whether the date proposed Borrowing will be of such issuance (which shall be a Domestic Business Day)Base Rate Loans, Eurodollar Rate Loans or IBOR Rate Loans, and if Eurodollar Rate Loans are requested other than in Dollars, the Alternative Currency being requested, (v) in the name case of Eurodollar Rate Loans or IBOR Rate Loans, the requested Eurodollar Interest Period or IBOR Interest Period, as applicable, and address of the beneficiary, (vi) instructions for the expiration date disbursement of the Letter proceeds of Credit the proposed Borrowing. In lieu of delivering such a Notice of Committed Borrowing (which except with respect to a Borrowing of Committed Loans on the Initial Funding Date), the Borrower may give the Administrative Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.1(b), if the Borrower confirms such notice by delivery of the Notice of Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event shall be later than twelve 3:00 p.m. (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary day. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.1(b) shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditirrevocable.

Notice of Committed Borrowing. (a) The Borrower shall ----------------------------- give the Administrative Lead Agent notice (a “Notice of Committed Borrowing”) not later than 2:00 p.m. (A) 12:00 noon (New York City time) (x) one Domestic Business Day before each Base Rate Borrowing, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, Borrowing or (z) three (3) Domestic Business Days before each CD Borrowing, or (B) 11:00 a.m. (New York City time) on the date of each Borrowing bearing interest at the Offered Rateof a Swing Loan, specifying: (1i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2ii) the aggregate amount of such Borrowing, (3iii) whether the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or CD Loans, Euro-Dollar Loans, or Swing Loans, (4iv) in the case of a Euro-Dollar Borrowing or a CD Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period,, and (5v) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c2.3(d) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Lead Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. 12:00 Noon (New York City time) on the date of such Borrowing. (b) The Borrower shall give the Administrative Agent, Lead Agent and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “"Letter of Credit”") issued hereunder no later than 2:00 p.m.---------------- 10:00 A.M., New York City time, at least four three (43) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter Letters of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve ten (1210) months after the issuance of such Letter of Credit or Domestic Business Days prior to the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued issued, and (viii) the terms upon which each such Letter Letters of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to each of the applicable Fronting Bank and the Administrative Lead Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Lead Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., 10:00 A.M. New York City time, time on the date that is four three (43) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, provided that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, and provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further that, prior to the issuance of such Letter of Credit, Borrower shall have requested to the Fronting Bank and the Administrative Lead Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Notice of Committed Borrowing. (a) The When the Borrower desires to borrow under this SECTION 2.1, it shall give deliver to the Administrative Payment and Disbursement Agent notice (a “Notice of Committed Borrowing”, signed by it (i) not no later than 2:00 p.m. 12:00 noon (New York City time) (x) one Domestic on the Business Day before each Base Rate Borrowingimmediately preceding the proposed Funding Date, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at of Base Rate Loans, (ii) no later than 10:00 a.m. (New York time) on the Offered Rate or a Euro-Dollar Business Day immediately preceding the proposed Funding Date, in the case of a Euro-Dollar Borrowing, Borrowing of IBOR Rate Loans and (2iii) the aggregate amount of such Borrowing, no later than 11:00 a.m. (New 40 York time) at least three (3) whether Business Days in advance of the Loans comprising such Borrowing are to be Base Rate Loansproposed Funding Date, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4) in the case of a Euro-Dollar Borrowing, the duration Borrowing of the Interest Period applicable thereto, subject to the provisions Eurodollar Rate Loans. Such Notice of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice Committed Borrowing shall specify (i) the designated Fronting Bankproposed Funding Date (which shall be a Business Day), (ii) the aggregate amount of the requested Letters of Creditproposed Borrowing, (iii) the individual amount Revolving Credit Availability as of each requested Letter the date of Credit and the number such Notice of Letters of Credit to be issuedBorrowing, (iv) whether the date proposed Borrowing will be of such issuance (which shall be a Domestic Business Day)Base Rate Loans, Eurodollar Rate Loans or IBOR Rate Loans, (v) in the name case of Eurodollar Rate Loans or IBOR Rate Loans, the requested Eurodollar Interest Period or IBOR Interest Period, as applicable, and address of the beneficiary, (vi) instructions for the expiration date disbursement of the Letter proceeds of Credit the proposed Borrowing. In lieu of delivering such a Notice of Committed Borrowing (which except with respect to a Borrowing of Committed Loans on the Initial Funding Date), the Borrower may give the Payment and Disbursement Agent telephonic notice of any proposed Borrowing by the time required under this SECTION 2.1(b), if the Borrower confirms such notice by delivery of the Notice of Borrowing to the Payment and Disbursement Agent by facsimile transmission promptly, but in no event shall be later than twelve 3:00 p.m. (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary day. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this SECTION 2.1(b) shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditirrevocable.

Notice of Committed Borrowing. (a) The Borrower shall give the Administrative Lead Agent notice (a “"Notice of Committed ------------------- Borrowing”") not later than 2:00 p.m. 11:30 a.m. (New York City time) (x) one Domestic --------- Business Day before each Base Rate Borrowing, Borrowing or (y) three (3) the third Euro-Dollar Business Days Day before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at the Offered Rate or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2) the aggregate amount of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Lead Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. 12:00 Noon (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Lead Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “"Letter of Credit”") issued hereunder no later than 2:00 p.m.10:00 a.m., New ---------------- York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Lead Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Lead Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m.10:00 a.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, -------- require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided -------- further, that no Letter of Credit shall require payment against a conforming ------- draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Lead Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Notice of Committed Borrowing. (a) The When the Borrower desires to borrow under this Section 2.1, it shall give deliver to the Administrative Payment and Disbursement Agent notice (a “Notice of Committed Borrowing”, signed by it (i) not no later than 2:00 p.m. 12:00 noon (New York City time) (x) one Domestic on the Business Day before each Base Rate Borrowingimmediately preceding the proposed Funding Date, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest at of Base Rate Loans, (ii) no later than 10:00 a.m. (New York time) on the Offered Rate or a Euro-Dollar Business Day immediately preceding the pro posed Funding Date, in the case of a Euro-Dollar Borrowing, Borrowing of IBOR Rate Loans and (2iii) the aggregate amount of such Borrowing, no later than 11:00 a.m. (New York time) at least three (3) whether Business Days in ad vxxxx of the Loans comprising such Borrowing are to be Base Rate Loansproposed Funding Date, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4) in the case of a Euro-Dollar BorrowingBorrowing of Eurodollar Rate Loans; provided, the duration of the Interest Period applicable theretohowever, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount Borrowing may be made within less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. two (New York City time2) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date after any given Borrowing. Such Notice of such issuance. Each such notice Committed Borrowing shall specify (i) the designated Fronting Bankproposed Funding Date (which shall be a Business Day), (ii) the aggregate amount of the requested Letters of Creditproposed Borrowing, (iii) the individual amount Revolving Credit Availability as of each requested Letter the date of Credit and the number such Notice of Letters of Credit to be issuedBorrowing, (iv) whether the date proposed Borrowing will be of such issuance (which shall be a Domestic Business Day)Base Rate Loans, Eurodollar Rate Loans or IBOR Rate Loans, (v) in the name case of Eurodollar Rate Loans or IBOR Rate Loans, the requested Eurodollar Interest Period or IBOR Interest Period, as applicable, and address of the beneficiary, (vi) instructions for the expiration date disbursement of the Letter proceeds of Credit the proposed Borrowing. In lieu of delivering such a Notice of Committed Borrowing (which except with respect to a Borrowing of Committed Loans on the Initial Funding Date), the Borrower may give the Payment and Disbursement Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.1(b), if the Borrower confirms such notice by delivery of the Notice of Borrowing to the Payment and Disbursement Agent by facsimile transmission promptly, but in no event shall be later than twelve 3:00 p.m. (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary day. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.1(b) shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditirrevocable.

Notice of Committed Borrowing. (a) The Borrower shall give ----------------------------- the Administrative Agent notice (a “"Notice of Committed Borrowing”") not later than 2:00 p.m. 12:00 noon ----------------------------- (New York City time) on (x) one the Domestic Business Day before each Base Rate Borrowing, (y) three (3) the third Euro-Dollar Business Days Day before each Euro-Dollar Borrowing, or Borrowing and (z) three (3) Domestic Business Days before the date of each Borrowing bearing interest at the Offered Rateof a Swing Loan, specifying: (1a) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Base Rate Borrowing or a Borrowing bearing interest at the Offered Rate Swing Borrowing, or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (2b) the aggregate amount of such Borrowing, (3c) whether the Loans comprising such Borrowing are to be initially Base Rate Loans, Swing Loans bearing interest at the Offered Rate or Euro-Dollar Loans, provided that, all Swing Loans shall bear interest based on the Base Rate, (4d) in the case of a Euro-Dollar Fixed Rate Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6e) that no Default or Event if the proceeds of Default has occurred or is continuingthe Loans are to be used for working capital purposes, and if so, the Outstanding Working Capital Amount both immediately before and after such Borrowing. No more than four (4) Swing Loans may be borrowed during any calendar month. Notwithstanding the time frame set forth in clause (a)(xx) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c2.03(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Lead Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. 12:00 Noon (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Notice of Committed Borrowing. (a) The When the Borrower or applicable Qualified Borrower desires to borrow under this Section 2.1, it shall give deliver to the Administrative Agent notice (a “Notice of Committed Borrowing”, signed by it (i) not no later than 2:00 p.m. 12:00 noon (New York City time) (x) one Domestic Business Day before each Base Rate Borrowingon the proposed Funding Date, (y) three (3) Euro-Dollar Business Days before each Euro-Dollar Borrowing, or (z) three (3) Domestic Business Days before each Borrowing bearing interest at the Offered Rate, specifying: (1) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Borrowing bearing interest of Base Rate Loans, (ii) no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the Offered Rate or a Euro-Dollar Business Day proposed Funding Date, in the case of a Euro-Dollar Borrowing, (2) the aggregate amount Borrowing of such Borrowing, (3) whether the Loans comprising such Borrowing are to be Base Eurodollar Rate Loans, Loans bearing interest at the Offered Rate or Euro-Dollar Loans, (4iii) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, (5) the intended use for the proceeds of such Borrowing, and (6) that no Default or Event of Default has occurred or is continuing. Notwithstanding the time frame set forth in clause (a)(x) above, in the event that the Money Market Quotes submitted by the Banks pursuant to Section 2.3(c) below are, in the aggregate, in an amount less than the principal amount requested by the Borrower in the related Money Market Quote Request, then the Borrower shall be permitted to give the Administrative Agent notice of its intent to make a Base Rate Borrowing, in the amount of the difference between accepted Money Market Quotes and the principal amount requested by Borrower in the related Money Market Quote Request, no later than 2:30 p.m. 11:00 a.m. (New York City time) on the date of such Borrowing. (b) Borrower shall give the Administrative Agent, and the designated Fronting Bank, written notice in the event that it desires to have Letters of Credit (each, a “Letter of Credit”) issued hereunder no later than 2:00 p.m., New York City time, at least four (4) Domestic Business Days prior to before each Borrowing of Eurodollar Rate Loans denominated in an Alternative Currency, and (iv) no later than 11:00 a.m. (New York time) at least nine (9) Business Days before each Borrowing by a Foreign Qualified Borrower; provided that a Foreign Qualified Borrower may not deliver a Notice of Committed Borrowing until the date that is at least five (5) Business Days following the later of (A) the date of such issuancea New Foreign Qualified Borrower Notice or (B) the date of a New Foreign Qualified Borrower Amendment. Each such notice Such Notice of Committed Borrowing shall specify (i) the designated Fronting Bankproposed Funding Date (which shall be a Business Day), (ii) the aggregate amount of the requested Letters of Creditproposed Borrowing, (iii) the individual amount Revolving Credit Availability as of each requested Letter the date of Credit and the number such Notice of Letters of Credit to be issuedBorrowing, (iv) whether the date proposed Borrowing will be of such issuance (which shall be a Domestic Business Day)Base Rate Loans or Eurodollar Rate Loans, and if Eurodollar Rate Loans are requested other than in Dollars, the Alternative Currency being requested, (v) in the name and address case of Eurodollar Rate Loans, the beneficiaryrequested Eurodollar Interest Period, (vi) instructions for the expiration date disbursement of the Letter proceeds of Credit the proposed Borrowing, and (which vii) if the Notice of Committed Borrowing is delivered by a Foreign Qualified Borrower, the jurisdiction of formation and organization of such Foreign Qualified Borrower. In lieu of delivering such a Notice of Committed Borrowing (except with respect to a Borrowing of Committed Loans on the Initial Funding Date or to a Foreign Qualified Borrower), the Borrower or the applicable Qualified Borrower may give the Administrative Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.1(b), if the Borrower or the applicable Qualified Borrower confirms such notice by delivery of the Notice of Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event shall be later than twelve 3:00 p.m. (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (vii) the purpose and circumstances for which such Letter of Credit is being issued and (viii) the terms upon which each such Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Each such notice may be revoked telephonically by the Borrower to the applicable Fronting Bank and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Bank, provided such revocation is confirmed in writing by the Borrower to the Fronting Bank and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 2:00 p.m., New York City time, on the date that is four (4) Domestic Business Days prior to the date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary day. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.1(b) shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Bank no later than 10:00 A.M. New York City time and provided further the Borrower shall have requested to the Fronting Bank and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Creditirrevocable.