Common use of Notices of Borrowing Clause in Contracts

Notices of Borrowing. (a) For Borrowings of Initial Term Loans on the Closing Date, the Borrower shall deliver to the Administrative Agent at the Administrative Agent’s Office (i) in the case of ABR Loans, an executed Notice of Borrowing prior to 3:00 p.m. (New York City time) at least one Business Day prior to the Closing Date and (ii) in the case of LIBOR Loans, an executed Notice of Borrowing prior to 1:00 p.m. (New York City time) at least one Business Day prior to the Closing Date (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion). Each such Notice of Borrowing shall specify (A) the aggregate principal amount of the Initial Term Loans to be made, (B) the date of the Borrowing (which shall be the Closing Date), (C) whether such Initial Term Loans shall consist of ABR Loans and/or LIBOR Loans and (D) with respect to any LIBOR Loans, the Interest Period to be initially applicable thereto. With respect to Initial Term Loans, if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under Section 2.3(a)(ii), a LIBOR Loan and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing.

Notices of Borrowing. (a) For Borrowings of Initial Term Loans on the Closing Date, the Borrower shall deliver to the Administrative Agent at the Administrative Agent’s Office (i) in the case of ABR Loans, an executed Notice of Borrowing prior to 3:00 2:00 p.m. (New York City time) at least one Business Day prior to the Closing Date and (ii) in the case of LIBOR Loans, an executed Notice of Borrowing prior to 1:00 12:00 p.m. (New York City time) at least one Business Day prior to the Closing Date (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion). Each such Notice of Borrowing shall specify (A) the aggregate principal amount of the Initial Term Loans to be made, (B) the date of the Borrowing (which shall be the Closing Date), (C) whether such Initial Term Loans shall consist of ABR Loans and/or LIBOR Loans Loans, and (D) with respect to any LIBOR Loans, the Interest Period to be initially applicable thereto. With respect to Initial Term Loans, if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under Section 2.3(a)(ii), a LIBOR Loan and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing.

Notices of Borrowing. (a) For Borrowings of Initial Term Loans on the Closing DateIn order to request an Advance hereunder, the Borrower must provide to the Agent an irrevocable request by telephone (promptly confirmed in a writing substantially in the form of Exhibit B) or by telecopier or other facsimile communication substantially in the form of Exhibit B, by 9:00 a.m. (Chicago time) three Business Days before (or, in the case of a requested Floating Rate Advance, on) the requested date (the "BORROWING DATE") of such Advance, specifying whether the Advance is requested from Windmill or from ABN AMRO, the requested Borrowing Date (which must be a Business Day), the requested amount (the "BORROWING AMOUNT") of such Advance, which must be in a minimum amount of $1,000,000 and multiples thereof (or, if less, an amount that reduces the unused Commitment to zero), any requested Interest Period for such Advance, and (if such Advance is requested from ABN AMRO) whether a Floating Rate Advance or Eurodollar Advance is requested. If an Advance is requested from Windmill and Windmill determines, in its sole discretion, to make the requested Advance, Windmill shall transfer to the Agent on the requested Borrowing Date the amount of such Advance it is willing to make. If an Advance is requested from ABN AMRO, subject to Section 7 and the other terms and conditions hereof, ABN AMRO shall transfer the amount of the requested Advance to the Agent by no later than 12:00 noon (Chicago time) on the Borrowing Date. The Agent shall transfer to the Borrower Account the proceeds of any Advance delivered by any Lender as described above. Following each such funding of an Advance, the Agent shall deliver to the Administrative Agent at the Administrative Agent’s Office (i) in the case of ABR Loans, an executed Notice of Borrowing prior to 3:00 p.m. (New York City time) at least one Business Day prior to the Closing Date and (ii) in the case of LIBOR Loans, an executed Notice of Borrowing prior to 1:00 p.m. (New York City time) at least one Business Day prior to the Closing Date (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion). Each such Notice of Borrowing shall specify (A) the aggregate principal amount Borrower a confirmation of the Initial Term Loans to be madeprincipal amount, (B) the date of the Borrowing (which shall be the Closing Date), (C) whether such Initial Term Loans shall consist of ABR Loans and/or LIBOR Loans interest rate and (D) with respect to any LIBOR Loans, the Interest Period to be initially applicable thereto. With respect to Initial Term Loans, if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under Section 2.3(a)(ii), a LIBOR Loan and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowingsuch Advance.

Notices of Borrowing. Requests for Export Working Capital Advances may be made only once per Business Day and shall be made on notice, given not less than one (a1) For Borrowings of Initial Term Loans Business Day before the proposed Drawdown Date for a Prime Rate Loan and three (3) Business Days before the proposed Drawdown Date for a LIBOR Loan, by the Borrower to the Bank. Each such notice (which notice shall be irrevocable and binding on the Closing DateBorrower) of a proposed borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or by telex or telecopier, specifying the proposed Drawdown Date (which shall be a Business Day) and the amount to be borrowed. In the event that written confirmation of a telephonic Notice of Borrowing differs in any respect from the action taken by the Bank, the records of the Bank shall control absent manifest error. To be eligible to request an Export Working Capital Advance, the Borrower shall deliver must submit to the Administrative Agent at the Administrative Agent’s Office Bank, together with its Notice of Borrowing, (i) a Borrowing Base Certificate in the case form of ABR Loans, an executed EXHIBIT C attached hereto (together with the attachments referred to therein) which to the extent required by Section 7.5 shall be current as of the date of such Notice of Borrowing prior to 3:00 p.m. (New York City time) at least one Business Day prior to the Closing Date Borrowing, and (ii) in the case of LIBOR Loans, an executed Notice of Borrowing prior to 1:00 p.m. (New York City time) at least one Business Day prior to the Closing Date (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion). Each such Notice of Borrowing shall specify (A) the aggregate principal amount a certified copy of the Initial Term Loans to be made, (B) applicable Export Contract and the date underlying letter of credit issued in favor of the Borrowing (Borrower for the account of the Buyer for which shall be the Closing Date), (C) whether such Initial Term Loans shall consist of ABR Loans and/or LIBOR Loans Working Capital Advance is being made; and (Diii) with respect to any LIBOR Loans, the Interest Period to be initially applicable thereto. With respect to Initial Term Loans, if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under Section 2.3(a)(ii), a LIBOR Loan and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender’s pro rata share description of the requested Borrowingproposed use of the proceeds of such Working Capital Advance.

Notices of Borrowing. (a) For Borrowings of Initial Term Loans on the Closing DateLoans, the Borrower shall deliver to the Administrative Agent at the Administrative Agent’s Office (i) in the case of ABR Loans, an executed Notice of Borrowing prior to 3:00 p.m. (New York City time) at least one Business Day prior to the Closing Date date of the proposed Borrowing and (ii) in the case of LIBOR Term SOFR Loans, an executed Notice of Borrowing prior to 1:00 p.m. (New York City time) at least one Business Day prior to the Closing Date date of the proposed Borrowing (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion). Each such Notice of Borrowing shall specify (A) the aggregate principal amount of the Initial Term Loans to be made, (B) the date of the Borrowing (which shall be the Closing Date)Borrowing, (C) whether such Initial Term Loans shall consist of ABR Loans and/or LIBOR Term SOFR Loans and (D) with respect to any LIBOR Term SOFR Loans, the Interest Period to be initially applicable thereto. With respect to Initial Term Loans, if If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under Section 2.3(a)(ii), a LIBOR Term SOFR Loan and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR Term SOFR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing.

Notices of Borrowing. (a) For Borrowings of Initial Term Loans on the Closing Date, the Borrower shall deliver to the Administrative Agent at the Administrative Agent’s Office (i) in the case of ABR Loans, an executed Notice of Borrowing prior to 3:00 2:00 p.m. (New York City time) at least one Business Day prior to the Closing Date and (ii) in the case of LIBOR LIBORTerm Benchmark Loans, an executed Notice of Borrowing prior to 1:00 12:00 p.m. (New York City time) at least one Business Day prior to the Closing Date (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion). Each such Notice of Borrowing shall specify (A) the aggregate principal amount of the Initial Term Loans to be made, (B) the date of the Borrowing (which shall be the Closing Date), (C) whether such Initial Term Loans shall consist of ABR Loans and/or LIBOR Loans LIBORTerm Benchmark Loans, and (D) with respect to any LIBOR LIBORTerm Benchmark Loans, the Interest Period to be initially applicable thereto. With respect to Initial Term Loans, if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under Section 2.3(a)(ii), a LIBOR LIBORTerm Benchmark Loan and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR LIBORTerm Benchmark Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the 120 LEGAL_US_E # 167910103.1167910103.8 applicable Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing.

Notices of Borrowing. (a) For Borrowings of Initial Term Loans on the Closing Date and any other Term Loans after the Closing Date, the Borrower shall deliver to the Administrative Agent at the Administrative Agent’s Office (i) in the case of ABR Loans, an executed Notice of Borrowing prior to 3:00 p.m. (New York City time) at least one Business Day prior to 10:00 a.m. on the Closing Date and or the date of the requested Borrowing (as applicable), (ii) in the case of LIBOR LoansTerm SOFR Loans on the Closing Date, an executed Notice of Borrowing prior to 1:00 p.m. (New York City time) at least one (1) Business Day prior to the Closing Date and, (iii) in the case of Term SOFR Loans after the Closing Date (other than the First Amendment Effective Date), an executed Notice of Borrowing prior to 1:00 p.m. at least three (3) Business Days prior to the date of the requested Borrowing (as applicable) and (iv) in the case of Term SOFR Loans on the First Amendment Effective Date, an executed Notice of Borrowing prior to 1:00 p.m. at least one (1) Business Day prior to the First Amendment Effective Date (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion). Each such Notice of Borrowing shall specify (A) the Class of Term Loans to be borrowed, (B) the aggregate principal amount of the Initial Term Loans to be made, (BC) the date of the Borrowing (which shall be the Closing Date)Borrowing, (CD) whether such Initial Term Loans shall consist of ABR Loans and/or LIBOR Term SOFR Loans and (DE) with respect to any LIBOR Term SOFR Loans, the Interest Period to be initially applicable thereto. With respect to Initial Term Loans, if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under Section 2.3(a)(ii) or (a)(iii), a LIBOR Term SOFR Loan with a one month Interest Period and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR Term SOFR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing.

Notices of Borrowing. (a) For Borrowings of Initial Term Loans Each request for a Revolving Loan may be made only once per Business Day and shall be made on the Closing Datenotice, the Borrower shall deliver to the Administrative Agent at the Administrative Agent’s Office given not later than (i) 1:00 p.m. (Hartford, Connecticut time) on the date of the proposed borrowing, in the case of ABR requests for Prime Rate Loans, an executed Notice of Borrowing prior to 3:00 and (ii) 1:00 p.m. (New York City Hartford, Connecticut time) at least one on the second Business Day prior to the Closing Date and (ii) date of the proposed borrowing, in the case of requests for LIBOR Loans, an executed Notice of Borrowing prior by Borrower to 1:00 p.m. (New York City time) at least one Business Day prior to the Closing Date (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion)Bank. Each such notice (which notice shall be irrevocable and binding on Borrower) of a proposed borrowing (a “Notice of Borrowing Borrowing”) shall specify (A) the aggregate principal amount of the Initial Term Loans to be madeby telephone, (B) confirmed immediately in writing, or by telex or telecopier, specifying the date of the Borrowing proposed borrowing (which shall be the Closing Datea Business Day), (C) whether such Initial Term Loans shall consist of ABR Loans and/or LIBOR Loans and (D) with respect to any LIBOR Loans, the Interest Period amount to be initially applicable theretoborrowed and the type of borrowing (which shall be either a Prime Rate Loan, a LIBOR Loan or any combination thereof as Borrower may elect subject to the provisions of this Agreement). With respect to Initial Term Loans, if If no election as to the Type of Borrowing Revolving Loan borrowing is specified in any such noticeNotice of Borrowing, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under Section 2.3(a)(ii), a LIBOR Loan and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to have selected requested such Revolving Loan to be a Prime Rate Loan. All LIBOR Loans shall have an Interest Period of one (1) month’s duration. The Administrative Agent Each borrowing under the Facility shall promptly advise be in an amount equal to $250,000 or in integral multiples of $100,000 in excess thereof. In the applicable Lenders event that written confirmation of a telephonic Notice of Borrowing differs in any notice given pursuant to this Section 2.3 (and respect from the contents thereof)action taken by Bank, and the records of each Lender’s pro rata share of the requested BorrowingBank shall be presumed correct absent manifest or demonstrable error.

Notices of Borrowing. (a) For Borrowings of Initial Term Loans on the Closing Date and any other Term Loans after the Closing Date, the Borrower shall deliver to the Administrative Agent at the Administrative Agent’s Office (i) in the case of ABR Loans, an executed Notice of Borrowing prior to 3:00 p.m. (New York City time) at least one Business Day prior to 10:00 a.m. on the Closing Date and or the date of the requested Borrowing (as applicable), (ii) in the case of LIBOR LoansTerm SOFR Loans on the Closing Date, an executed Notice of Borrowing prior to 1:00 p.m. (New York City time) at least one (1) Business Day prior to the Closing Date and (iii) in the case of Term SOFR Loans after the Closing Date, an executed Notice of Borrowing prior to 1:00 p.m. at least three (3) Business Days prior to the date of the requested Borrowing (as applicable) (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion). Each such Notice of Borrowing shall specify (A) the Class of Term Loans to be borrowed, (B) the aggregate principal amount of the Initial Term Loans to be made, (BC) the date of the Borrowing (which shall be the Closing Date)Borrowing, (CD) whether such Initial Term Loans shall consist of ABR Loans and/or LIBOR Term SOFR Loans and (DE) with respect to any LIBOR Term SOFR Loans, the Interest Period to be initially applicable thereto. With respect to Initial Term Loans, if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under Section 2.3(a)(ii) or (a)(iii), a LIBOR Term SOFR Loan with a one month Interest Period and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR Term SOFR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing.

Notices of Borrowing. (a) For Borrowings of Initial Term Loans on the Closing Date, the Borrower shall deliver to the Administrative Agent at the Administrative Agent’s Office (i) in the case of ABR Loans, an executed Notice of Borrowing prior to 3:00 4:00 p.m. (New York City time) at least one Business Day prior to the Closing Date and (ii) in the case of LIBOR Loans, an executed Notice of Borrowing prior to 1:00 p.m. (New York City time) at least one Business Day prior to the Closing Date (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion). Each such Notice of Borrowing shall specify (A) the aggregate principal amount of the Initial Term Loans to be made, (B) the date of the Borrowing (which shall be the Closing Date), (C) whether such Initial Term Loans shall consist of ABR Loans and/or LIBOR Loans and (D) with respect to any LIBOR Loans, the Interest Period to be initially applicable thereto. With respect to Initial Term Loans, if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under Section 2.3(a)(ii), a LIBOR Loan and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing.

Notices of Borrowing. Except as otherwise provided in Section 2.13, each Borrowing shall be made on notice, given not later than 12:00 noon (aNew York City time) For Borrowings of Initial Term Loans on the Closing DateBusiness Day of (or, with respect to a Borrowing of Eurodollar Rate Advances, 12:00 noon (New York City time) on the third Business Day prior to the date of) the proposed Borrowing, by the Borrower to the Administrative Agent. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telex, telecopier or cable, confirmed immediately in writing, in substantially the form of Exhibit B, specifying therein (1) the requested date of such Borrowing, (2) the Facility under which such Borrowing is to be made, (3) the requested Type of Advances comprising such Borrowing, (4) the requested aggregate amount of such Borrowing and (5) in the case of a Borrowing consisting of Eurodollar Rate Advances, the requested initial Interest Period therefor. The Borrower may request more than one Borrowing on any given day, each individual Borrowing to comprise Advances of the same Type under the same Facility on the same date. The Administrative Agent shall deliver give to each Lender prompt notice of each Notice of Borrowing received from the Borrower and, in the case of a proposed Borrowing comprised of Eurodollar Rate Advances, the applicable interest rate under Section 2.06(a)(ii). Each Lender shall, before 1:00 P.M. (New York City time) on the date of each Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Office (i) 's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will transfer same day funds to the Borrower's Account; provided that in the case of ABR Loansany Revolving Credit Borrowing, an executed Notice of Borrowing prior to 3:00 p.m. (New York City time) at least one Business Day prior to the Closing Date and (ii) in the case of LIBOR Loans, an executed Notice of Borrowing prior to 1:00 p.m. (New York City time) at least one Business Day prior to the Closing Date (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion). Each shall first make a portion of such Notice of Borrowing shall specify (A) the aggregate principal amount of the Initial Term Loans to be made, (B) the date of the Borrowing (which shall be the Closing Date), (C) whether such Initial Term Loans shall consist of ABR Loans and/or LIBOR Loans and (D) with respect funds equal to any LIBOR Loans, the Interest Period to be initially applicable thereto. With respect to Initial Term Loans, if no election as unreimbursed drawings under any Letters of Credit available to the Type respective Issuing Banks for reimbursement of Borrowing is specified in any such notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under Section 2.3(a)(ii), a LIBOR Loan and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowingdrawing.

Notices of Borrowing. (a) For Borrowings of Initial Term Loans on the Closing Date, the Borrower Representative shall deliver to the Administrative Agent at the Administrative Agent’s Office (i) in the case of ABR Loans, an executed Notice of Borrowing prior to 3:00 2:00 p.m. (New York City time) at least one Business Day prior to the Closing Date and (ii) in the case of LIBOR LIBORTerm Benchmark Loans, an executed Notice of Borrowing prior to 1:00 12:00 p.m. (New York City time) at least one Business Day prior to the Closing Date (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion). Each such Notice of Borrowing shall specify (A) the aggregate principal amount of the Initial Term Loans to be made, (B) the date of the Borrowing (which shall be the Closing Date), (C) whether such Initial Term Loans shall consist of ABR Loans and/or LIBOR Loans LIBORTerm Benchmark Loans, and (D) with respect to any LIBOR LIBORTerm Benchmark Loans, the Interest Period to be initially applicable thereto. With respect to Initial Term Loans, if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under Section 2.3(a)(ii), a LIBOR LEGAL_US_E # 168232906.7 LIBORTerm Benchmark Loan and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR LIBORTerm Benchmark Loans is specified in any such notice, then the Borrower Representative shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing.

Notices of Borrowing. (a) For Borrowings of Initial Term Loans on the Closing Date, the Borrower shall deliver to the Administrative Agent at the Administrative Agent’s Office (i) in the case of ABR Loans, an executed Notice of Borrowing prior to 3:00 p.m. (New York City time) at least one Business Day prior to the Closing Date Datedate of the proposed Borrowing and (ii) in the case of LIBOR Loans, an executed Notice of Borrowing prior to 1:00 p.m. (New York City time) at least one Business Day prior to the Closing Date Datedate of the proposed Borrowing (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion). Each such Notice of Borrowing shall specify (A) the aggregate principal amount of the Initial Term Loans to be made, (B) the date of the Borrowing (which shall be the Closing Date), (C) whether such Initial Term Loans shall consist of ABR Loans and/or LIBOR Loans and (D) with respect to any LIBOR Loans, the Interest Period to be initially applicable thereto. With respect to Initial Term Loans, if ifIf no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under Section 2.3(a)(ii), a LIBOR Loan and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing.

Notices of Borrowing. (a) For Borrowings of Initial Term Loans on the Closing DateLoans, the Borrower shall deliver to the Administrative Agent at the Administrative Agent’s Office (i) in the case of ABR Loans, an executed Notice of Borrowing prior to 3:00 p.m. (New York City time) at least one Business Day prior to the Closing Date date of the proposed Borrowing and (ii) in the case of LIBOR Loans, an executed Notice of Borrowing prior to 1:00 p.m. (New York City time) at least one Business Day prior to the Closing Date date of the proposed Borrowing (or, in each case, such shorter notice as is approved by the Administrative Agent in its reasonable discretion). Each such Notice of Borrowing shall specify (A) the aggregate principal amount of the Initial Term Loans to be made, (B) the date of the Borrowing (which shall be the Closing Date)Borrowing, (C) whether such Initial Term Loans shall consist of ABR Loans and/or LIBOR Loans and (D) with respect to any LIBOR Loans, the Interest Period to be initially applicable thereto. With respect to Initial Term Loans, if If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be (x) so long as such notice was delivered with the advance notice required under Section 2.3(a)(ii), a LIBOR Loan and (y) otherwise, an ABR Loan. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3 (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing.