Common use of Notices Relating to Loans Clause in Contracts

Notices Relating to Loans. The Borrowers shall give the Agent written notice of each termination or reduction of the Revolving Credit Commitments, each borrowing, conversion, repayment and prepayment of each Loan and of the duration of each Interest Period applicable to each LIBOR Loan (in each case, a "BORROWING NOTICE"). Each such written notice shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m.(Cleveland, Ohio time) on the date that is: (a) In the case of each notice of termination or reduction of the Revolving Credit Commitments, five (5) Business Days prior to the date of the related termination or reduction; (b) In the case of each notice of borrowing and repayment of, or conversion into, Base Rate Loans, one (1) Business Day prior to the date of the related borrowing or repayment or conversion; and (c) In the case of each notice of borrowing or repayment of, or conversion into, LIBOR Loans, or the duration of an Interest Period for LIBOR Loans, three (3) LIBOR Business Days prior to the date of the related borrowing, repayment or conversion or the first day of such Interest Period. Each such notice of termination or reduction shall specify the amount thereof. Each such notice of borrowing, conversion, repayment or prepayment shall specify the amount (subject to Section 2.1 hereof) and Type of Loans to be borrowed, converted, repaid or prepaid (and, in the case of a conversion, the Type of Loans to result from such conversion), the date of borrowing, conversion, repayment or prepayment (which shall be: (i) a Business Day in the case of each borrowing or repayment of Base Rate Loans, and (ii) a LIBOR Business Day in the case of each borrowing, prepayment, or repayment of LIBOR Loans and each conversion of or into a LIBOR Loan). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Agent shall notify the Banks of the content of each such Borrowing Notice promptly after its receipt thereof.

Notices Relating to Loans. The Borrowers shall give the Agent written notice of each termination or reduction of the Revolving Credit Commitments, each borrowing, conversion, repayment and prepayment of each Loan and of the duration of each Interest Period applicable to each LIBOR Loan (in each case, a "BORROWING NOTICE"). Each such written notice shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m.(Clevelandp.m. (Cleveland, Ohio time) on the date that is: (a) In the case of each notice of termination or reduction of the Revolving Credit Commitments, five (5) Business Days prior to the date of the related termination or reduction; (b) In the case of each notice of borrowing and repayment of, or conversion into, Base Rate Loans, one (1) Business Day prior to the date of the related borrowing or repayment or conversion; and (c) In the case of each notice of borrowing or repayment of, or conversion into, LIBOR Loans, or the duration of an Interest Period for LIBOR Loans, three two (32) LIBOR Business Days prior to the date of the related borrowing, repayment or conversion or the first day of such Interest Period. Each such notice of termination or reduction shall specify the amount thereof. Each such notice of borrowing, conversion, repayment or prepayment shall specify the amount (subject to Section 2.1 hereof) and Type of Loans to be borrowed, converted, repaid or prepaid (and, in the case of a conversion, the Type of Loans to result from such conversion), the date of borrowing, conversion, repayment or prepayment (which shall be: (i) a Business Day in the case of each borrowing or repayment of Base Rate Loans, and (ii) a LIBOR Business Day in the case of each borrowing, prepayment, or repayment of LIBOR Loans and each conversion of or into a LIBOR Loan). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Agent shall notify the Banks of the content of each such Borrowing Notice promptly after its receipt thereof.

Notices Relating to Loans. The Borrowers Borrower shall give the Agent written notice of each termination or reduction of the Revolving Credit Commitments, each borrowing, conversion, conversion and repayment and prepayment of each Loan and of the duration of each Interest Period applicable to each LIBOR Loan (in each case, a "BORROWING NOTICE"). Each such written notice shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m.(Cleveland11 a.m., Ohio New York City time) , on the date that is: (a) In the case of each notice of termination or reduction of the Revolving Credit Commitments, five (5) Business Days prior to the date of the related termination or reduction; (b) In the case of each notice of borrowing and repayment of, or conversion into, Base Prime Rate Loans, one (1) the same Business Day prior to the date of the related borrowing or repayment or conversion; and (c) In the case of each notice of borrowing or repayment of, or conversion into, LIBOR Loans, or the duration of an Interest Period for LIBOR Loans, three (3) LIBOR Business Days prior to the date of the related borrowing, repayment or conversion or the first day of such Interest Period. Each such notice of termination or reduction shall specify the amount thereof. Each such notice of borrowing, conversion, conversion or repayment or prepayment shall specify the amount (subject to Section 2.1 hereof) and Type of Loans to be borrowed, converted, converted or repaid or prepaid (and, in the case of a conversion, the Type of Loans to result from such conversion), the date of borrowing, conversion, conversion or repayment or prepayment (which shall be: (i) a Business Day in the case of each borrowing or repayment of Base Prime Rate Loans, and (ii) a LIBOR Business Day in the case of each borrowing, prepayment, borrowing or repayment of LIBOR Loans and each conversion of or into a LIBOR Loan). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Agent shall notify the Banks of the content of each such Borrowing Notice promptly after its receipt thereof.

Notices Relating to Loans. The Borrowers Borrower shall give the Agent written or telephonic notice of each termination or reduction of the Revolving Credit Commitments, the Acquisition Loan Commitments or the Incremental Facility Commitments, each borrowing, conversion, repayment borrowing and prepayment of a Loan, each continuation or conversion of a Loan (other than any conversion of Eurodollar Loans to Base Rate Loans upon the expiration of the Interest Period for such Eurodollar Loans) and of the duration of each Interest Period applicable to each LIBOR Eurodollar Loan (in each case, a "BORROWING NOTICE", which shall be in form and substance satisfactory to the Agent). Each such written notice shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m.(Cleveland11 a.m., Ohio Boston time) , on the date that which is: (ai) In in the case of each notice of termination or reduction of the Revolving Credit Commitments, five (5) Business Days prior to the date of the related termination or reduction; (b) In the case of and each notice of borrowing and repayment or prepayment of, or conversion into, Base Rate Loans, one (1) Business Day prior to the date of the related borrowing or repayment termination, reduction, borrowing, prepayment or conversion; and (cii) In in the case of each notice of borrowing or repayment prepayment of, continuation of or conversion into, LIBOR Eurodollar Loans, or the duration of 47 39 an Interest Period for LIBOR Eurodollar Loans, three (3) LIBOR Eurodollar Business Days prior to the date of the related borrowing, repayment prepayment, continuation or conversion or the first day of such Interest Periodconversion. Each such notice of termination or reduction shall specify the amount thereof. Each such notice of borrowing, conversion, repayment continuation or prepayment shall specify the amount (subject to Section 2.1 hereof2.1) and Type type of Loans to be borrowed, converted, repaid continued or prepaid (and, in the case of a conversion, the Type type of Loans to result from such conversion), the date of borrowing, conversioncontinuation, repayment conversion or prepayment (which shall be: (ix) a Business Day in the case of each borrowing or repayment prepayment of Base Rate Loans, and (iiy) a LIBOR Eurodollar Business Day in the case of each borrowing, prepayment, borrowing or repayment prepayment of LIBOR Eurodollar Loans and each conversion of or into a LIBOR Eurodollar Loan). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Agent shall notify the Banks Lenders of the content of each such Borrowing Notice promptly after its receipt thereof. Any telephonic notice given under this SECTION 2.2 shall be promptly (and in any event, within one (1) Business Day) confirmed in writing delivered to the Agent, provided that the Lenders and the Agent shall be fully entitled to rely on any telephonic notice believed by the Agent to have been given by an authorized person on behalf of the Borrower.

Notices Relating to Loans. The Borrowers Borrower shall give the Agent written or telephonic (followed by same day telecopy) notice of each any increase or termination or reduction of the Revolving Credit Commitments, each borrowingborrowing (excluding borrowings of Mandatory L/C Borrowings), conversion, repayment conversion and prepayment of each Loan and of the duration of each Interest Period applicable to each LIBOR Eurodollar Loan (in each case, a "BORROWING NOTICE"). Each such written notice shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m.(Cleveland11 a.m., Ohio New York City time) , on the date that is: (a) In the case of each notice of termination or reduction of an election to apply to increase the Revolving Credit CommitmentsCommitments pursuant to subsection 2.8(a) hereof, forty-five (545) Business Days prior to the proposed effective date of the related termination or reductionsuch increase; (b) In the case of each notice of termination or reduction and each notice of borrowing and repayment or prepayment of, or conversion into, Base Rate Loans, one (1) Business Day Days prior to the date of the related borrowing or repayment termination, reduction, borrowing, prepayment or conversion; and (c) In the case of each notice of borrowing or repayment prepayment of, or conversion into, LIBOR Eurodollar Loans, or the duration of an Interest Period for LIBOR Eurodollar Loans, three (3) LIBOR Eurodollar Business Days prior to the date of the related borrowing, repayment prepayment, or conversion or the first day of such Interest Period. Each such notice of increase or termination or reduction shall specify the amount thereof. Each such notice of borrowing, conversion, repayment conversion or prepayment shall specify the amount (subject to Section 2.1 hereof) and Type type of Loans to be borrowed, converted, repaid converted or prepaid (and, in the case of a conversion, the Type type of Loans to result from such conversion), the date of borrowing, conversion, repayment conversion or prepayment (which shall be: (ix) a Business Day in the case of each borrowing or repayment prepayment of Base Rate Loans, and (iiy) a LIBOR Eurodollar Business Day in the case of each borrowing, prepayment, borrowing or repayment prepayment of LIBOR Eurodollar Loans and each conversion of or into a LIBOR Eurodollar Loan). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Agent shall notify the Banks of the content of each such Borrowing Notice promptly after its receipt thereof.

Notices Relating to Loans. The Borrowers A Borrower shall give the Agent written notice of each termination or reduction of the Revolving Credit Commitments, each borrowing, conversion, repayment conversion and prepayment of each Loan and of the duration of each Interest Period applicable to each LIBOR Loan (in each case, a "BORROWING NOTICEBorrowing Notice"). Each such written notice shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m.(Cleveland11 a.m., Ohio New Jersey time) , on the date that is: (a) In the case of each notice of termination or reduction of the Revolving Credit Commitmentsreduction, five (5) three Business Days prior to the date of the related termination or reduction;. (b) In the case of each notice of borrowing and repayment or prepayment of, or conversion into, Base Rate ABR Loans, one (1) Business Day prior to the date of the related borrowing or repayment termination, reduction, borrowing, prepayment or conversion; and (c) In the case of each notice of borrowing or repayment prepayment of, or conversion into, LIBOR Loans, or the duration of an Interest Period for LIBOR Loans, three (3) two LIBOR Business Days prior to the date of the related borrowing, repayment prepayment, or conversion or the first day of such Interest Period. Each such notice of termination or reduction shall specify the amount thereof. Each such notice of borrowing, conversion, repayment conversion or prepayment shall specify the amount (subject to Section 2.1 hereof) and Type type of Loans to be borrowed, converted, repaid converted or prepaid (and, in the case of a conversion, the Type type of Loans to result from such conversion), the date of borrowing, conversion, repayment conversion or prepayment (which shall be: (ix) a Business Day in the case of each borrowing or repayment prepayment of Base Rate ABR Loans, and (iiy) a LIBOR Business Day in the case of each borrowing, prepayment, borrowing or repayment prepayment of LIBOR Loans and each conversion of or into a LIBOR Loan). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Agent shall notify the Banks of the content of each such Borrowing Notice promptly after its receipt thereof.

Notices Relating to Loans. The Borrowers To the extent Griffon requests a termination or reduction of the Commitments, or to the extent Telephonics requests a termination or reduction of the Aggregate Telephonics Revolving Commitment or to the extent either Borrower requests that the Banks make a Loan to such Borrower, or to the extent either Borrower requests a conversion and prepayment of a Loan, the applicable Borrower shall give the Administrative Agent written notice of each termination or reduction of such event and to the Revolving Credit Commitmentsextent same involves a Eurodollar Loan, each borrowing, conversion, repayment and prepayment of each Loan and of the duration of each Interest Period applicable to each LIBOR such Eurodollar Loan (in each case, a "BORROWING NOTICEBorrowing Notice"); provided, that, it is expressly agreed that (i) only Griffon shall be authorized to furnish a Borrowing Notice with respect to a termination or reduction of the Commitments (other than a reduction in the Commitments solely as a result of a reduction or termination of the Aggregate Telephonics Revolving Credit Commitment), or a Loan to be made to Griffon, or a conversion or prepayment of a Loan made to Griffon, and (ii) only Telephonics shall be authorized to furnish a Borrowing Notice with respect to a termination or reduction of the Aggregate Telephonics Revolving Commitment, or a Loan to be made to Telephonics, or a conversion or prepayment of a Loan made to Telephonics. Each such written notice shall be executed and acknowledged by the applicable Borrower, shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m.(Cleveland11 a.m., Ohio New York City time) , on the date that is: (a) In in the case of each notice of termination or reduction of the Revolving Credit Commitments, five (5) Business Days prior to the date of the related termination or reduction; (b) In the case of and each notice of borrowing and repayment or prepayment of, or conversion into, Base Prime Rate Loans, one (1) Business Day prior to the same as the date of the related borrowing or repayment termination, reduction, borrowing, prepayment or conversion; and (cb) In in the case of each notice of borrowing or repayment prepayment of, or conversion into, LIBOR Eurodollar Loans, or the duration of an Interest Period for LIBOR Eurodollar Loans, three (3) LIBOR Eurodollar Business Days prior to the date of the related borrowing, repayment prepayment, or conversion or the first day of such Interest Period. Each such notice of termination or reduction shall specify the amount thereof. Each such notice of borrowing, conversion, repayment conversion or prepayment shall specify the amount (subject to Section 2.1 hereof) and Type type of Loans to be borrowed, converted, repaid converted or prepaid (and, in the case of a conversion, the Type type of Loans to result from such conversion), the date of borrowing, conversion, repayment conversion or prepayment (which shall be: (ix) a Business Day in the case of each borrowing or repayment prepayment of Base Prime Rate Loans, Loans and (iiy) a LIBOR Eurodollar Business Day in the case of each borrowing, prepayment, borrowing or repayment prepayment of LIBOR Eurodollar Loans and each conversion of or into a LIBOR Eurodollar Loan). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Agent shall notify the Banks of the content of each such Borrowing Notice promptly after its receipt thereof.

Notices Relating to Loans. The Borrowers shall give the Agent written notice of each termination or reduction of the Revolving Credit Commitments, each borrowing, conversion, repayment and prepayment of each Loan and of the duration of each Interest Period applicable to each LIBOR Loan (in each case, a "'BORROWING NOTICE"'). Each such written notice shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m.(Cleveland11 a.m., Ohio time) New York City time on the date that is: (a) In the case of each notice of termination or reduction of the Revolving Credit Commitments, five (5) Business Days prior to the date of the related termination or reduction; (b) In the case of each notice of borrowing and repayment of, or conversion into, Base Prime Rate Loans, one (1) the same Business Day prior to the date of the related borrowing or repayment or conversion; and (c) In the case of each notice of borrowing or repayment of, or conversion into, LIBOR Loans, or the duration of an Interest Period for LIBOR Loans, three (3) LIBOR Business Days prior to the date of the related borrowing, repayment or conversion or the first day of such Interest Period. Each such notice of termination or reduction shall specify the amount thereof. Each such notice of borrowing, conversion, repayment or prepayment shall specify the amount (subject to Section 2.1 hereof) and Type of Loans to be borrowed, converted, repaid or prepaid (and, in the case of a conversion, the Type of Loans to result from such conversion), the date of borrowing, conversion, repayment or prepayment (which shall be: shall (i) a Business Day in the case of each borrowing or repayment of Base Prime Rate Loans, and (ii) a LIBOR Business Day in the case of each borrowing, prepayment, or repayment of LIBOR Loans and each conversion of or into a LIBOR Loan). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Agent shall notify the Banks of the content of each such Borrowing Notice promptly after its receipt thereof.

Notices Relating to Loans. The Borrowers A Borrower shall give the Agent written notice of each increase, termination or reduction of the Revolving Credit Commitments, each borrowing, conversion, repayment conversion and prepayment of each Loan Loan, and of the duration of each Interest Period applicable to each LIBOR Loan (in each case, a "BORROWING NOTICE"“Borrowing Notice”). Each such written notice shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m.(Cleveland11 a.m., Ohio New Jersey time) , on the date that is: (a) In the case of each notice of increase of the Commitments, thirty days prior to the date of the related increase, and in the case of each notice of termination or reduction of the Revolving Credit Commitments, five (5) three Business Days prior to the date of the related termination or reduction;. (b) In the case of each notice of borrowing and repayment or prepayment of, or conversion into, Base Rate ABR Loans, one (1) Business Day prior to the date of the related borrowing or repayment borrowing, prepayment or conversion; and (c) In the case of each notice of borrowing or repayment prepayment of, or conversion into, LIBOR Loans, or the duration of an Interest Period for LIBOR Loans, three (3) two LIBOR Business Days prior to the date of the related borrowing, repayment prepayment, or conversion or the first day of such Interest Period. Each such notice of increase, termination or reduction of the Commitments shall specify the amount thereof. Each such notice of borrowing, conversion, repayment conversion or prepayment shall specify the amount (subject to Section 2.1 hereof) and Type type of Loans to be borrowed, converted, repaid converted or prepaid (and, in the case of a conversion, the Type type of Loans to result from such conversion), the date of borrowing, conversion, repayment conversion or prepayment (which shall be: (ix) a Business Day in the case of each borrowing or repayment prepayment of Base Rate ABR Loans, and (iiy) a LIBOR Business Day in the case of each borrowing, prepayment, borrowing or repayment prepayment of LIBOR Loans and each conversion of or into a LIBOR Loan). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Agent shall notify the Banks of the content of each such Borrowing Notice promptly after its receipt thereof.

Notices Relating to Loans. The Borrowers A Borrower shall give the Agent written notice of each termination or reduction of the Revolving Credit Commitments, each borrowing, conversion, repayment conversion and prepayment of each Loan and of the duration of each Interest Period applicable to each LIBOR Fixed Rate Loan (in each case, a "BORROWING NOTICEBorrowing Notice"). Each such written notice shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m.(Cleveland11 a.m., Ohio New Jersey time) , on the date that is: (a) In the case of each notice of termination or reduction of the Revolving Credit Commitmentsreduction, five (5) three Business Days prior to the date of the related termination or reduction;. (b) In the case of each notice of borrowing and repayment or prepayment of, or conversion into, Base Rate ABR Loans, one (1) Business Day prior to the date of the related borrowing or repayment termination, reduction, borrowing, prepayment or conversion; and; (c) In the case of each notice of borrowing or repayment prepayment of, or conversion into, LIBOR Loans, or the duration of an Interest Period for LIBOR Loans, three (3) LIBOR Business Days prior to the date of the related borrowing, repayment prepayment, or conversion or the first day of such Interest Period; and (d) In the case of each notice of borrowing or prepayment of, or conversion into, COF Loans, or the duration of an Interest Period for COF Loans, one Business Day prior to the date of the related borrowing, prepayment, or conversion or the first day of such Interest Period. Each such notice of termination or reduction shall specify the amount thereof. Each such notice of borrowing, conversion, repayment conversion or prepayment shall specify the amount (subject to Section 2.1 hereof) and Type type of Loans to be borrowed, converted, repaid converted or prepaid (and, in the case of a conversion, the Type type of Loans to result from such conversion), the date of borrowing, conversion, repayment conversion or prepayment (which shall be: (ix) a Business Day in the case of each borrowing or repayment prepayment of Base Rate ABR Loans and COF Loans, and (iiy) a LIBOR Business Day in the case of each borrowing, prepayment, borrowing or repayment prepayment of LIBOR Loans and each conversion of or into a LIBOR Loan). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Agent shall notify the Banks of the content of each such Borrowing Notice promptly after its receipt thereof.

Notices Relating to Loans. The Borrowers Borrower shall give the Agent written or telephonic notice of each termination or reduction of the Revolving Credit Commitments, the Acquisition Loan Commitments or the Incremental Facility Commitments, each borrowing, conversion, repayment borrowing and prepayment of a Loan, each continuation or conversion of a Loan (other than any conversion of Eurodollar Loans to Base Rate Loans upon the expiration of the Interest Period for such Eurodollar Loans) and of the duration of each Interest Period applicable to each LIBOR Eurodollar Loan (in each case, a "BORROWING NOTICEBorrowing Notice", which shall be in form and substance satisfactory to the Agent). Each such written notice shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m.(Cleveland11 a.m., Ohio Boston time) , on the date that which is: (ai) In in the case of each notice of termination or reduction of the Revolving Credit Commitments, five (5) Business Days prior to the date of the related termination or reduction; (b) In the case of and each notice of borrowing and repayment or prepayment of, or conversion into, Base Rate Loans, one (1) Business Day prior to the date of the related borrowing or repayment termination, reduction, borrowing, prepayment or conversion; and (cii) In in the case of each notice of borrowing or repayment prepayment of, continuation of or conversion into, LIBOR Eurodollar Loans, or the duration of an Interest Period for LIBOR 42 -34- Eurodollar Loans, three (3) LIBOR Eurodollar Business Days prior to the date of the related borrowing, repayment prepayment, continuation or conversion or the first day of such Interest Periodconversion. Each such notice of termination or reduction shall specify the amount thereof. Each such notice of borrowing, conversion, repayment continuation or prepayment shall specify the amount (subject to Section 2.1 hereof2.1) and Type type of Loans to be borrowed, converted, repaid continued or prepaid (and, in the case of a conversion, the Type type of Loans to result from such conversion), the date of borrowing, conversioncontinuation, repayment conversion or prepayment (which shall be: (ix) a Business Day in the case of each borrowing or repayment prepayment of Base Rate Loans, and (iiy) a LIBOR Eurodollar Business Day in the case of each borrowing, prepayment, borrowing or repayment prepayment of LIBOR Eurodollar Loans and each conversion of or into a LIBOR Eurodollar Loan). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Agent shall notify the Banks Lenders of the content of each such Borrowing Notice promptly after its receipt thereof. Any telephonic notice given under this Section 2.2 shall be promptly (and in any event, within one (1) Business Day) confirmed in writing and delivered to the Agent, provided that the Lenders and the Agent shall be fully entitled to rely on any telephonic notice believed by the Agent to have been given by an authorized person on behalf of the Borrower.

Notices Relating to Loans. The Borrowers shall give the Agent written notice of each termination or reduction of the Revolving Credit Commitments, each borrowing, conversion, repayment and prepayment of each Loan and of the duration of each Interest Period applicable to each LIBOR Loan (in each case, a "BORROWING NOTICE"). Each such written notice shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m.(Cleveland11 a.m., Ohio timeNew York City time (except as otherwise specified in subsection (d) below with respect to Designated Rate Loans), on the date that is: (a) In the case of each notice of termination or reduction of the Revolving Credit Commitments, five (5) Business Days prior to the date of the related termination or reduction; (b) In the case of each notice of borrowing and repayment of, or conversion into, Base Prime Rate Loans, one (1) the same Business Day prior to the date of the related borrowing or repayment or conversion; and; (c) In the case of each notice of borrowing or repayment of, or conversion into, LIBOR Loans, or the duration of an Interest Period for LIBOR Loans, three (3) LIBOR Business Days prior to the date of the related borrowing, repayment or conversion or the first day of such Interest PeriodPeriod with respect to LIBOR Loans denominated in Dollars, and four (4) LIBOR Business Days with respect to LIBOR Loans denominated in Alternative Currency; and (d) In the case of each notice of prepayment of, or conversion into, Designated Rate Loans, not less than four (4) LIBOR Business Days prior to the requested date of conversion or related date of prepayment. Upon the Agent's receipt of the Borrowing Notice with respect to the conversion into the Designated Rate Loan, the Agent shall thereafter notify the Borrowers, which notice may be telephonic or written (the "DESIGNATED RATE NOTICE") of the interest rate that the Banks are willing to make available to the Borrower with respect to the Interest Period for the Term Loan. Upon the Borrowers' receipt of the Designated Rate Notice, the Borrowers may choose to accept the terms set forth therein by delivering to the Agent not later than one-half (1/2) of one hour after the time of the Agent's Designated Rate Notice, a written acceptance thereof (which acceptance may be by telephone, if it is followed by written confirmation given no later than the next Business Day). Notwithstanding anything to the contrary contained in this Agreement, in the event the Borrowers elect to convert the Term Loans into a Designated Rate Loan, such conversion shall be of the entire outstanding principal balance of the Term Loan as at the related date of conversion. Each such notice of termination or reduction shall specify the amount thereof. Each such notice of borrowing, conversion, repayment or prepayment shall specify the amount (subject to Section 2.1 hereof) and Type of Loans to be borrowed, converted, repaid or prepaid (and, in the case of a conversion, the Type of Loans to result from such conversion), the date of borrowing, conversion, repayment or prepayment (which shall be: (i) a Business Day in the case of each borrowing or repayment of Base Prime Rate Loans, and (ii) a LIBOR Business Day in the case of each borrowing, prepayment, or repayment of LIBOR Fixed Rate Loans and each conversion of or into a LIBOR Fixed Rate Loan). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Agent shall notify the Banks of the content of each such Borrowing Notice promptly after its receipt thereof.

Notices Relating to Loans. The Borrowers Borrower shall give the Administrative Agent written notice of each termination or reduction of the Revolving Credit Commitments, each borrowing, conversion, repayment conversion and prepayment of each Loan and of the duration of each Interest Period applicable to each LIBOR Eurodollar Loan (in each case, a "BORROWING NOTICEBorrowing Notice"). Each such written notice shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 1:00 p.m.(Cleveland11 a.m., Ohio New York City time) , on the date that is: (a) In in the case of each notice of termination or reduction of the Revolving Credit Commitments, five (5) Business Days prior to the date of the related termination or reduction; (b) In the case of and each notice of borrowing and repayment or prepayment of, or conversion into, Base Prime Rate Loans, one (1) Business Day prior to the same as the date of the related borrowing or repayment termination, reduction, borrowing, prepayment or conversion; and (cb) In in the case of each notice of borrowing or repayment prepayment of, or conversion into, LIBOR Eurodollar Loans, or the duration of an Interest Period for LIBOR Eurodollar Loans, three (3) LIBOR Eurodollar Business Days prior to the date of the related borrowing, repayment prepayment, or conversion or the first day of such Interest Period. Each such notice of termination or reduction shall specify the amount thereof. Each such notice of borrowing, conversion, repayment conversion or prepayment shall specify the amount (subject to Section 2.1 hereof) and Type type of Loans to be borrowed, converted, repaid converted or prepaid (and, in the case of a conversion, the Type type of Loans to result from such conversion), the date of borrowing, conversion, repayment conversion or prepayment (which shall be: (ix) a Business Day in the case of each borrowing or repayment prepayment of Base Prime Rate Loans, Loans and (iiy) a LIBOR Eurodollar Business Day in the case of each borrowing, prepayment, borrowing or repayment prepayment of LIBOR Eurodollar Loans and each conversion of or into a LIBOR Eurodollar Loan). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Agent shall notify the Banks of the content of each such Borrowing Notice promptly after its receipt thereof.

Notices Relating to Loans. The Borrowers shall give the Agent written notice of each termination or reduction of the Revolving Credit Commitments, each borrowing, ,conversion, repayment and prepayment of each Loan and of the duration of each Interest Period applicable to each LIBOR Loan (in each case, a "BORROWING NOTICEBorrowing Notice"). Each such written notice shall be irrevocable and shall be effective only if received by the Agent not later than 1:00 p.m.(Cleveland11 a.m., Ohio time) New York City time on the date that is: (a) In the case of each notice of termination or reduction of the Revolving Credit Commitments, five (5) Business Days prior to the date of the related termination or reduction; (b) In the case of each notice of borrowing and repayment of, or conversion into, Base Prime Rate Loans, one (1) the same Business Day prior to the date of the related borrowing or repayment or conversion; and (c) In the case of each notice of borrowing or repayment of, or conversion into, LIBOR Loans, or the duration of an Interest Period for LIBOR Loans, three (3) LIBOR Business Days prior to the date of the related borrowing, repayment or conversion or the first day of such Interest Period. Each such notice of termination or reduction shall specify the amount thereof. Each such notice of borrowing, conversion, repayment or prepayment shall specify the amount (subject to Section 2.1 hereof) and Type of Loans to be borrowed, converted, repaid or prepaid (and, in the case of a conversion, the Type of Loans to result from such conversion), the date of borrowing, conversion, repayment or prepayment (which shall be: (i) a Business Day in the case of each borrowing or repayment of Base Prime Rate Loans, and (ii) a LIBOR Business Day in the case of each borrowing, prepayment, or repayment of LIBOR Loans and each conversion of or into a LIBOR Loan). Each such notice of the duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Agent shall notify the Banks of the content of each such Borrowing Notice promptly after its receipt thereof. Except as otherwise specifically stated herein, each borrowing shall be a Tranche A borrowing if and to the extent availability exists under the Tranche A Revolving Credit Commitment; and otherwise shall be a Tranche B borrowing.