Common use of Notice of Borrowing Clause in Contracts

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. 1:00 P.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, borrowed and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The Borrower shall (a) To request a Revolving Credit Loan borrowing or Swingline Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at an office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), (i) a written notice Notice of Borrowing (or telephone telephonic notice promptly confirmed in writing which confirmation may be by faxwriting) prior to the Administrative Agent not later than 11:00 A.M. on the same 12:00 noon (New York time) at least three (3) Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the date proposed day of the requested borrowing each Borrowing of LIBOR Loans and (ii) a written Notice of Borrowing (or telephonic notice promptly confirmed in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and writing) prior to 1:00 p.m. (New York time) on the fourth Business Day prior to the date proposed day of the requested borrowing in the case each Borrowing of Alternate Base Rate ABR Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyand Swingline Loans. Each such request for borrowing Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (Ai) that whether such Borrowing is to be a Revolving Credit Loan is requestedor Swingline Loan, (Bii) (x) with respect to Revolving Credit Loans the aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing and (y) with respect to Swingline Loans the aggregate principal amount of Swingline Loans to be made pursuant to such Borrowing which shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, in each case, the remaining amount of the Revolving Credit Commitment or the Swingline Commitment, as applicable), (iii) the date of the requested borrowing Borrowing (which shall be a Business Day), (Civ) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Revolving Credit Loan, then whether such notice Borrowing shall be deemed consist of ABR Loans or LIBOR Loans, (v) if such Borrowing shall consist of LIBOR Loans, the LIBOR Period to be a request for an Interest Period of one month, initially applicable thereto and (2vi) the type number and location of Revolving Loan requested, then such notice shall be deemed the account to which funds are to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderdisbursed. The Administrative Agent shall promptly give notice to each Lender written notice (or telephonic notice promptly upon receipt confirmed in writing) of each proposed Borrowing of Revolving Credit Loans and/or Swingline Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Borrower shall Borrowers may request a new Revolving Loan borrowing Loans (including Swing Line Loans), by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) delivering to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that at its Lending Office a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. which notice may be transmitted by electronic mail subject to the limitations set forth in Section 16.1(d)). If the Borrower shall fail requested Revolving Loan is to specify in any be a Base Rate Loan or a LIBOR Index Rate Loan, then, such Notice of Borrowing (1) must be received by Administrative Agent at or before 11:00 a.m. on the Business Day on which Borrowers desire such Revolving Loan to be made. If the requested Revolving Loan is to be an applicable Interest Period in the case of a EURIBOR/Adjusted LIBOR Rate Loan, then such notice Notice of Borrowing must be received by Administrative Agent at or before 11:00 a.m. on the third Business Day preceding the date on which Borrowers desire such Revolving Loan to be made. Any Notice of Borrowing received by Administrative Agent after 11:00 a.m. on a Business Day shall be deemed to have been received on the immediately following Business Day. Each Notice of Borrowing for a Revolving Loan shall specify (i) the amount of the Borrowing; (ii) the requested funding date (which must be a Business Day); (iii) whether the Borrowing is requested to be made as a Swing Line Loan, (iv) whether the Borrowing is requested to be made as a Base Rate Loan, LIBOR Index Rate Loan or Adjusted LIBOR Rate Loan; and (v) in the case of an Adjusted LIBOR Rate Loan, the duration of the applicable Interest Period. If Borrowers do not specify an Interest Period with respect to any Notice of Borrowing for an Adjusted LIBOR Rate Loan, then, the Interest Period for such Loan shall be deemed to be one (1) month. Each Notice of Borrowing for a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request received by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofbe irrevocable.

Notice of Borrowing. The (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Notice Office at least three Business Day Days’ prior notice of the requested borrowing in the case of Alternate each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans denominated in Dollarshereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), and on the third Borrower shall give the Administrative Agent at the Notice Office at least one Business Day Day’s prior to the date notice of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate each Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated Loan to be incurred hereunder, provided that (in each case) any Alternative Currencysuch notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the relevant currency), (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (Ciii) whether the aggregate principal amount Loans being incurred pursuant to such Borrowing are to be borrowedinitially maintained as Base Rate Loans or, to the extent permitted hereunder, Euro Rate Loans and, if Euro Rate Loans, the initial Interest Period to be applicable thereto, and (Dv) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, a request for an Interest Period of one monthPermitted Acquisition (or to pay any fees and expenses incurred in connection therewith), (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency amount of the Revolving Loan requested, then Borrowing Availability after giving effect to such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderBorrowing. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt of each which is required to make Loans specified in the respective Notice of Borrowing, the contents thereof and each notice of such proposed Borrowing, of such Lender’s proportionate share thereofthereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The Borrower Company shall request a Revolving Loan borrowing by give Administrative Agent at its Notice Office same day written notice (or telephone telephonic notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent writing), given not later than 11:00 A.M. 10:00 a.m. (New York City time) of each Base Rate Loan, and at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing), given not later than 1:00 p.m. (New York City time), of each Eurocurrency Loan to be made hereunder; provided, however, that a Notice of Borrowing with respect to Borrowings to be made on the same Business Day date hereof may, at the discretion of Administrative Agent, be delivered later than the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencytime specified above. Each such request for borrowing notice (each a “Notice of Borrowing”), which shall be irrevocable in the form of Exhibit 2.5 hereto, shall be irrevocable, shall be deemed a representation by Company that all conditions precedent to such Borrowing have been satisfied and shall specify (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Loans to be made pursuant to such Borrowing, (Bii) the date of the requested borrowing Borrowing (which shall be a Business Day), ) and (Ciii) the aggregate principal amount whether such Loans are to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereofEurocurrency Loans and, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requestedwith respect to Eurocurrency Loans, the Interest Period(sPeriod to be applicable thereto. Administrative Agent shall as promptly as practicable give each Lender written or telephonic notice (promptly confirmed in writing) therefor. A form of Notice each proposed Borrowing, and of Borrowing (a “the other matters covered by the Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify . Without in any such Notice way limiting Company’s obligation to confirm in writing any telephonic notice, Administrative Agent may act without liability upon the basis of Borrowing (1) an applicable Interest Period telephonic notice believed by Administrative Agent in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed good faith to be from a request for an Interest Period Responsible Officer of one monthCompany prior to receipt of written confirmation. Administrative Agent’s records shall, (2) the type of Revolving Loan requestedabsent manifest error, then such notice shall be deemed final, conclusive and binding on Company with respect to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency evidence of the Revolving Loan requested, then terms of such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each telephonic Notice of Borrowing, . Company hereby agrees not to dispute Administrative Agent’s record of the contents thereof and each such Lender’s share thereoftime of telephonic notice.

Notice of Borrowing. The (a) Whenever the Borrower desires to incur Term Loans, the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Business Day of the requested borrowing Administrative Agent’s Office prior to 12:00 p.m. (New York City time) (i) in the case of Alternate Base Rate a Borrowing of ABR Loans, at least one Business Day’s prior written notice, (ii) in the case of a Borrowing of LIBOR Loans denominated in Dollars, and on the third at least three Business Day Day’s prior to the date of the requested borrowing written notice (or, in the case of EURIBOR/LIBOR Rate a Borrowing of Initial Term Loans denominated in Dollars, and to be made on the fourth Closing Date, one Business Day Day; provided that the Borrower shall give the Administrative Agent such notice prior to 2:00 p.m. (New York City time) on such date, it being understood that such Notice of Borrowing shall be subject to the date provisions of the requested borrowing Section 2.11), (iii) in the case of Alternate Base Rate Loans or EURIBOR/a Borrowing of LIBOR Rate Loans denominated in Euro, Sterling, Swiss Francs or Canadian Dollars, at least four Business Day’s prior written notice and (iv) in the case of a Borrowing of LIBOR Loans denominated in Yen and any other Alternative Currency, at least five Business Day’s prior written notice. Each such request for borrowing shall be irrevocable and Such notice (a “Notice of Borrowing”, substantially in the form of Exhibit K) shall specify (A) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period which, in the case of a EURIBOR/Borrowing of Initial Term Loans, shall be the Closing Date) and (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Rate LoanLoans and, if the Term Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. A Notice of Borrowing may be in such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by an Authorized Officer of the Borrower. A Notice of Borrowing may be given by (x) telephone or (y) a written Notice of Borrowing (provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a written Notice of Borrowing. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice notice, then the Borrower shall be deemed to be a request for have selected an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder’s duration. The Administrative Agent shall give promptly advise the applicable Lenders of any notice given pursuant to each Lender promptly upon receipt this Section 2.3(a) (and the contents thereof), and of each Notice of Borrowing, the contents thereof and each such Lender’s pro rata share thereofof the requested Borrowing.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by faxwriting) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and 1:00 P.M. on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Eurocurrency Rate Loans denominated in Dollars, Dollars and 1:00 P.M. on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR all Eurocurrency Rate Loans denominated in any Alternative Foreign Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the currency and the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Eurocurrency Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Eurocurrency Rate Loans are requested, the Interest Period(s) therefortherefore and currency therefor and (E) whether Hyatt or the Foreign Borrower is the Borrower of such Loan. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Eurocurrency Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate a Base Rate Loan hereunder or hereunder, (3) the Currency currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate a Revolving Loan denominated in Dollars hereunderor (4) whether Hyatt or the Foreign Borrower is the Borrower of such Loan, then the Borrower of such Loan shall be deemed to be Hyatt. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of BorrowingBorrowing pursuant to this Section 2.1(b)(i), the contents thereof and each such Lender’s share thereofof any borrowing to be made pursuant thereto.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. 1:00 P.M. on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, borrowed and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The Each Committed Borrowing shall be made on notice by the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent Agent, which shall give to each Lender prompt notice thereof by telecopier, given not later than 11:00 A.M. (New York City time) on the same Business Day date of the requested borrowing in the case proposed Committed Borrowing if such Committed Borrowing is to be comprised of Alternate Base Rate Loans denominated in Dollars, Advances and no earlier than 9:00 A.M. (New York City time) and no later than 4:00 P.M. (New York City time) on the third Business Day prior to the such date if such Committed Borrowing is to be comprised of the requested borrowing in the case of EURIBOR/LIBOR Eurodollar Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyAdvances. Each such request for borrowing shall be irrevocable and shall specify (A) that notice of a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Committed Borrowing (a “"Notice of Borrowing”") is attached as shall be by telecopier, or by telephone confirmed immediately in writing, in substantially the form of Exhibit A. If A-2 hereto, specifying therein the Borrower shall fail to specify in any requested (i) date of such Notice Committed Borrowing, (ii) Type of Advances comprising such Committed Borrowing, (iii) aggregate amount of such Committed Borrowing and (1iv) an applicable Interest Period in the case of a EURIBOR/LIBOR Committed Borrowing consisting of Eurodollar Rate LoanAdvances, then such notice shall be deemed to be a request for an the initial Interest Period for each such Committed Advance. Each Lender shall, before 1:00 P.M. (New York City time) on the date of one monthsuch Committed Borrowing, (2) make available for the type account of Revolving Loan requestedits Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, then in same day funds, such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency Lender's Pro Rata Share of the Revolving Loan requested, then requested amount of such notice shall be deemed to be a request Committed Borrowing. Promptly after the Administrative Agent's receipt of such funds (and in any event by the Initial Borrower for an Alternate Base Rate Loan denominated close of business New York City time on the date of such Borrowing) and upon fulfillment of the applicable conditions set forth in Dollars hereunder. The Article III, the Administrative Agent will make the funds so received available to the Borrower by depositing the same in immediately available funds into such account as the Borrower shall give notice to each Lender promptly upon receipt of each have specified in the related Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Borrower shall request obligation of each Lender to make Revolving Credit Loans comprising a Revolving Loan borrowing Credit Borrowing under the Revolving Credit Facility is conditioned upon receipt by written notice (or telephone notice promptly confirmed in writing which confirmation may be the Agent of a request by fax) to Holdings on behalf of the Administrative Agent Borrowers not later than 11:00 A.M. 12:00 noon (Cleveland, Ohio time) (i) on the same Business Banking Day of which is the requested borrowing in the case date of Alternate Base a proposed Revolving Credit Borrowing comprised of Prime Rate Loans denominated in Dollars, and (ii) on the third Business Day a day which is three (3) Banking Days prior to the Banking Day which is the requested date of a proposed Revolving Credit Borrowing comprised of LIBOR Loans (except that the Revolving Credit Borrowing requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior Restatement Date may be comprised of LIBOR Loans so long as each of the Lenders shall have agreed to make LIBOR Loans on the Restatement Date without the notice required by this Section 3.l(d) and the Borrowers shall have agreed in a writing satisfactory in form and substance to the date Agent to indemnify the Lenders in respect of the requested borrowing in the case any loss suffered by reason of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencysuch accommodation). Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached shall be transmitted by Holdings on behalf of the Borrowers to the Agent by telecopier, email or such other means as the Agent agrees to in writing, substantially in the form of Exhibit A. If B, specifying therein the Borrower shall fail to specify in any requested (A) date of the Revolving Credit Loans comprising such Notice Revolving Credit Borrowing, (B) Type of Borrowing Revolving Credit Loans comprising such Revolving Credit Borrowing, (1C) an applicable Interest Period aggregate amount of such Revolving Credit Loans and (D) in the case of a EURIBOR/proposed Revolving Credit Borrowing comprised of LIBOR Rate LoanLoans, then the initial Interest Period for such notice Revolving Credit Loans. The Borrowers may give a Notice of Borrowing telephonically so long as written confirmation of such Revolving Credit Borrowing by delivery of written Notice of Borrowing is received by the Agent by 1:00 p.m. (Cleveland, Ohio time) on the same day such telephonic Notice of Borrowing is given. The Agent may rely on such telephonic Notice of Borrowing to the same extent that the Agent may rely on a written Notice of Borrowing. Each Notice of Borrowing and telephonic Notice of Borrowing shall be deemed irrevocable and binding on the Borrowers and subject to be the indemnification provisions of this Article 3. The Borrowers shall bear all risks related to the giving of a request for an Interest Period Notice of one month, (2) the type Borrowing telephonically or by such other method of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency transmission as Holdings on behalf of the Revolving Loan requested, then such notice Borrowers shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderelect. The Administrative Agent shall give notice to each Lender promptly upon receipt reasonably prompt notice by telecopier or email on the day received of each such Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The (a) Whenever a Borrower desires to incur (x) LIBOR Loans hereunder, such Borrower shall request a Revolving Loan borrowing by give the Administrative Agent written notice (or telephone telephonic notice promptly confirmed in writing to the Notice Office, which confirmation may notice must be received by fax) to the Administrative Agent not later than 11:00 A.M. on the same prior to 2:00 P.M. (New York City time) at least three Business Day of the requested borrowing Days’ (or four Business Days’ in the case of Alternate Loans denominated in Euros or an Acceptable Foreign Currency) prior to the requested date of Borrowing of each such LIBOR Loan to be incurred hereunder, and (y) Base Rate Loans denominated hereunder (including Agent Advances, but excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), such Borrower shall give the Administrative Agent written notice or telephonic notice promptly confirmed in Dollarswriting to the Notice Office, and on which notice must be received by the third Administrative Agent prior to 2:00 P.M. (New York City time) at least one Business Day prior to the requested date of the requested borrowing in the case Borrowing of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate each such Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoan to be incurred hereunder. Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (Ai) that a the aggregate principal amount of the Revolving Loans to be incurred pursuant to such Borrowing (stated in the Available Currency in which such Revolving Loan is requestedto be made), (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing Revolving Loans made pursuant to such Borrowing constitute Agent Advances (it being understood that the Administrative Agent shall be comprised of Alternate Base Rate Loansunder no obligation to make such Agent Advance), EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(iv) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanU.S. Dollar Denominated Revolving Loans, then whether the Revolving Loans being incurred pursuant to such notice shall be deemed Borrowing are to be a request for an initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the initial Interest Period of one month, to be applicable thereto and (2v) the type applicable Borrowing Base at such time. Except in the case of Revolving Loan requestedAgent Advances, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt notice of each such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Borrower Company shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than (A) with respect to any Revolving Loan borrowings requested to be made on the Closing Date, 11:00 A.M. on such Business Day and (B) for all other Revolving Loan borrowings, 11:00 A.M. on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, (D) the applicable Borrower, (E) the applicable wiring instructions for such borrowing and (DF) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the applicable Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The Whenever a Borrower desires to make a Borrowing hereunder (excluding Mandatory Borrowings), it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on the same Business Day at its Notice Office prior notice of the requested borrowing each desired Base Rate Loan or IBOR Loan (which must be given prior to 12:00 Noon (New York time) (or 3:00 P.M. (New York time) in the case of Alternate Base Rate Loans denominated in Dollars, and Swingline Loans) if such notice is given on the third day such Borrowing is desired) and at least three Business Day Days' prior notice of each desired LIBOR Loan, provided that any such notice shall be deemed to the date of the requested borrowing have been given on a certain day only if given before 12:00 Noon (New York time) (or, in the case of EURIBOR/LIBOR Rate Swingline Loans denominated 3:00 P.M. (New York time)) on such day. Each such notice (each a "Notice of Borrowing") shall be given by the respective Borrower, in Dollarsthe form of Exhibit A and executed by an authorized signatory for such Borrower, and on appropriately completed to specify the fourth Business Day prior principal amount of the Revolving Loan to be made pursuant to such Borrowing, the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised Borrower on behalf of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are which such Revolving Loan is being requested, the Interest Period(s) therefor. A form Asset Coverage Ratio, together with the calculations necessary to compute the Asset Coverage Ratio, of Notice such Borrower as of Borrowing (a “Notice the close of Borrowing”) is attached as Exhibit A. If business on the Borrower shall fail to specify in any latest Business Day preceding the date of such Notice of Borrowing (1) an applicable Interest Period in after giving PRO FORMA effect to such Borrowing, whether the case of Loan being made pursuant to such Borrowing is to be initially maintained as a EURIBOR/LIBOR Base Rate Loan, then IBOR Loan or, if such Loan is a Revolving Loan, LIBOR Loan and, if a Revolving Loan to be maintained as a Fixed Rate Loan, the initial Interest Period to be applicable thereto, provided that a Borrower may provide telephonic notice to the Administrative Agent of its intent to make a Borrowing, which telephonic notice shall be deemed effective if given within the time required above in this Section 1.03 and promptly followed by a Notice of Borrowing, which Notice of Borrowing shall be received by the Administrative Agent on the day of such telephonic notice and prior to any disbursement of funds in connection with such Borrowing. Any telephonic notice given pursuant to the immediately preceding sentence shall be deemed to be a request for an Interest Period of one month, (2) representation and warranty by the type of Revolving Loan requested, then Borrower giving such notice shall be deemed that all of the facts required to be set forth in a request for an Alternate Base Rate Loan hereunder or (3) the Currency Notice of Borrowing are true as of the Revolving Loan requested, then time of the giving of such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereundernotice. The Administrative Agent shall promptly give each Bank notice of such proposed Borrowing, of such Bank's proportionate share thereof and of the other matters required by the immediately preceding sentence to each Lender promptly upon receipt of each be specified in the Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Borrower Borrowers shall request a Revolving Loan borrowing by written irrevocable notice (or telephone notice promptly confirmed in writing to the Administrative Agent, which confirmation may be given by fax(x) telephone or (y) delivery of a Notice of Borrowing (provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing) to the Administrative Agent not later than 11:00 A.M. a.m. on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyEurodollar Loans. Each such request for borrowing shall be irrevocable and shall specify (Ai) that a Revolving Loan or Term Loan, if applicable, is requested, (Bii) the date of the requested borrowing (which shall be a Business Day), (Ciii) the aggregate principal amount to be borrowed, borrowed and (Div) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Eurodollar Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Eurodollar Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing shall fail to specify (1A) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Eurodollar Loan, then such notice shall be deemed to be a request for an Interest Period of one (1) month, (2B) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate a Base Rate Loan hereunder or and (3C) whether the Currency of the borrowing is a Revolving Loan requestedor a Term Loan, then such notice shall be deemed to be a request by for a Revolving Loan. If the Initial Borrower for an Alternate Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to Base Rate Loan denominated Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in Dollars hereundereffect with respect to the applicable Eurodollar Loans. The Administrative Agent shall give notice to each Lender promptly upon before 5:00 p.m. on the day of receipt of each Notice of Borrowing, Borrowing specifying the contents thereof and each such Lender’s share thereofof any borrowing to be made pursuant thereto. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Loan.

Notice of Borrowing. The Whenever the Borrowers desire to make a Borrowing of Term Loans hereunder, the Lead Borrower shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephone telephonic notice promptly confirmed in writing which confirmation may writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least three Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan to be made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion); provided further that that, except for the Borrowing of the 2017 Additional Term Loans on the Amendment No. 1 Effective Date, if the Borrowers wish to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by fax) to the Administrative Agent not later than 11:00 A.M. on the same a.m. four Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to each Lender with a Commitment of the relevant Tranche of such request and determine whether the requested borrowing in Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Lead Borrower (which notice may be by telephone) whether or not the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyInterest Period has been consented to by such Lenders. Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing by or on behalf of the Borrowers, in the form of Exhibit A-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of the relevant Borrower, appropriately completed to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made pursuant to such Borrowing, (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Loans, EURIBOR/LIBOR Rate Term Loans or a combination thereof, the Currency therefor, LIBO Rate Term Loans and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(v) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR LIBO Rate LoanTerm Loans, then such notice shall be deemed the Interest Period to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderinitially applicable thereto. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt of each the Tranche specified in the respective Notice of Borrowing, the contents thereof and each notice of such proposed Borrowing, of such Lender’s proportionate share thereofthereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The (a) If the Borrower desires to incur the Loans (or portions thereof) as (x) LIBOR Loans hereunder, the Borrower shall request a give the Administrative Agent (and, with respect to Revolving Loan borrowing by written notice Loans only, the Revolving Agent) at the Notice Office at least three Business Days (or telephone notice promptly confirmed in writing which confirmation may or, with respect to LIBOR Loans to be by fax) made on the Restatement Effective Date, such shorter period as shall be acceptable to the Administrative Agent not later than 11:00 A.M. on the same Business Day Agent) prior notice of the requested borrowing in the case of Alternate LIBOR Loans to be incurred hereunder and (y) Base Rate Loans denominated in Dollarshereunder, and on the third Borrower shall give the Administrative Agent at the Notice Office at least one Business Day prior Day’s (or, with respect to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR to be made on the Restatement Effective Date, such shorter period as shall be acceptable to the Administrative Agent) prior notice of the Base Rate Loans denominated in to be incurred hereunder, provided that any Alternative Currencysuch notice shall be deemed to have been given on a certain day only if given before 12:00 noon (New York City time) on such day. Each such request for borrowing notice (the “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing, substantially in the form of Exhibit F, appropriately completed to specify: (Ai) that the aggregate principal amount of such Borrowing and whether it is to be a Borrowing of Revolving Loan is requestedLoans or Term Loans, (Bii) the Class of the Loans to be incurred pursuant to such Borrowing, (iii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Div) whether the borrowing shall Loans being incurred pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, EURIBOR/LIBOR Rate the initial Interest Period to be applicable thereto and (v) the applicable account details for the Borrower. The Administrative Agent shall promptly give each Lender which is required to make Loans or a combination thereof, of the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, Class specified in the Interest Period(s) therefor. A form of Notice of Borrowing (a “respective Notice of Borrowing”) is attached as Exhibit A. If , notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the Borrower shall fail other matters required by the immediately preceding sentence to specify be specified in any such the Notice of Borrowing (1) an applicable Interest Period Borrowing. With respect to Revolving Loans, each reference to the Administrative Agent in the case of a EURIBOR/LIBOR Rate Loan, then such notice this clause shall also be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed reference to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofAgent.

Notice of Borrowing. The Borrower Company shall request a Revolving Loan borrowing by written notice delivering a Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a Notice of Borrowing, which confirmation delivery may be by faxfacsimile) to the Administrative Agent not later than 11:00 A.M. on the same Business Day that is the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) the applicable Borrower to which such Loan is to be made, (B) that a Revolving Loan is requested, (BC) the date of the requested borrowing (which shall be a Business Day), (CD) the aggregate principal amount to be borrowed, borrowed and (DE) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower Company shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requestedapplicable Borrower for such Loan, then such notice shall be deemed to be a request by for a Revolving Loan for the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderCompany. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The (a) Whenever the Borrower desires to make a Borrowing hereunder (excluding Borrowings of Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), it shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office at least one Business Day's prior written notice (or telephone notice telephonic promptly confirmed in writing which writing) notice of each Base Rate Loan and at least three Business Days' prior written (or telephonic promptly confirmed in writing) notice of each Eurodollar Loan to be made hereunder; provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on such day (each such written notice or written confirmation may be by fax) of telephonic notice a "Notice of Borrowing"). Except as otherwise expressly provided in Section 1.11, whenever the Borrower desires to the Administrative Agent incur Swingline Loans hereunder, it shall provide BTCo with a Notice of Borrowing not later than 11:00 A.M. 12:00 Noon (New York time) on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior day such Swingline Loan is to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencybe made hereunder. Each such request for borrowing notice shall be irrevocable and shall (x) specify (A) that a Revolving Loan is requested, (B) in each case the date of such Borrowing (which shall be a Business Day) and (y) be given by the requested borrowing Borrower in the form of Exhibit A, appropriately completed to specify the aggregate principal amount of Loans to be made pursuant to such Borrowing, the date of such Borrowing (which shall be a Business Day), (C) whether the aggregate principal amount Loans being made pursuant to such Borrowing shall constitute Term Loans or Revolving Loans and whether, subject to the other terms and provisions hereof, the Loans being made pursuant to such Borrowing are to be borrowed, and (D) whether the borrowing shall be comprised of Alternate initially maintained as Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereofEurodollar Loans and, if Eurodollar Loans, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable initial Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderapplicable thereto. The Administrative Agent shall promptly give notice each Bank which is required to each Lender promptly upon receipt make Loans of each the Tranche specified in the respective Notice of Borrowing, the contents notice of such proposed Borrowing, of such Bank's proportionate share thereof and each such Lender’s share thereofof the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The Each Committed Loan shall be made pursuant to a Notice of Borrowing (substantially in the form of Exhibit B-1) given by Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to Agent at the Administrative Agent Agency Office not later than 11:00 A.M. on the same Business Day of the requested borrowing 12:00 Noon (local time in the case of Alternate Base Rate Loans denominated in Dollars, and city where the Agency Office is situated) on (i) the third Business Banking Day prior to the date of the requested borrowing proposed Committed Loan, in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsany Eurodollar Committed Loan, and on or (ii) the fourth Business Banking Day prior to the date of the requested borrowing proposed Committed Loan, in the case of Alternate any Base Rate Loan. Agent shall give to each Bank prompt notice thereof by telex, cable or telefacsimile. Committed Loans or EURIBOR/LIBOR Rate Loans denominated may also be requested by telephonic request made no later than the time by which the Notice of Borrowing would otherwise be due pursuant to the preceding sentence, provided that a Notice of Borrowing confirming such telephonic request is received by Agent no later than 12:00 Noon (local time in any Alternative Currencythe city where the Agency Office is situated) on the Banking Day prior to such Committed Loan. Each such Notice of Borrowing or telephonic request for borrowing shall be irrevocable and a Committed Loan shall specify (A) that a Revolving Loan is requested, (B1) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Committed Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type amount of Revolving such Committed Loan, (3) whether such Committed Loan requested, then such notice shall be deemed is to be a request for an Alternate Base Rate Loan hereunder or a Eurodollar Committed Loan, and (34) the Currency of the Revolving if such Committed Loan requested, then such notice shall be deemed is to be a request by Eurodollar Committed Loan, the Initial Borrower for an Alternate Base Rate Loan denominated Interest Period with respect thereto. Each Bank shall, before 12:00 Noon (local time in the city where the Agency Office is situated) on the date of such Committed Loan, make available to Agent at the Agency Office, in same day funds in Dollars hereunder. The Administrative for credit to the Applicable Agent’s Account, such Bank’s ratable portion of such Committed Loan and, unless Agent shall give notice has been notified by a Bank pursuant to each Lender promptly upon receipt Section 2.1(f) that such Bank will not make available its ratable portion of each Notice such Committed Loan, Agent will make such funds available to Borrower at the Agency Office on the date of Borrowing, the contents thereof and each such Lender’s share thereofCommitted Loan.

Notice of Borrowing. The When the Borrower desires the Domestic Swing Line Bank to make a Domestic Swing Line Loan, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) send to the Administrative Agent and the Domestic Swing Line Bank a Loan Request, which shall set forth the principal amount of the proposed Domestic Swing Line Loan and the Swing Line Loan Maturity Date relating thereto, which shall in no event be later than the Maturity Date. Each such Loan Request must be received by the Domestic Swing Line Bank not later than 11:00 A.M. 12:00 p.m. (Boston time) on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyproposed borrowing. Each such request for borrowing Loan Request shall be irrevocable and binding on the Borrower and shall specify obligate the Borrower to borrow the Domestic Swing Line Loan from the Domestic Swing Line Bank on the proposed Drawdown Date thereof. Upon satisfaction of the applicable conditions set forth in this Agreement, on the proposed Drawdown Date the Domestic Swing Line Bank shall make the Domestic Swing Line Loan available to the Borrower no later than 3:00 p.m. (ABoston time) on the proposed Drawdown Date by crediting the amount of the Domestic Swing Line Loan to the Borrower's account maintained with the Administrative Agent at the Head Office; provided that the Domestic Swing Line Bank shall not advance any Domestic Swing Line Loans after it has received notice from any Bank that a Revolving Loan Default or Event of Default has occurred and stating that no new Domestic Swing Line Loans are to be made until such Default or Event of Default has been cured or waived in accordance with the provisions of this Agreement. The Domestic Swing Line Bank shall not be obligated to make any Domestic Swing Line Loans at any time when any Bank is requesteda Delinquent Bank unless the Domestic Swing Line Bank has entered into arrangements satisfactory to it to eliminate the Domestic Swing Line Bank's risk with respect to such Delinquent Bank, (B) the date including by cash collateralizing such Delinquent Bank's Commitment Percentage of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount outstanding Domestic Swing Line Loans and any such additional Domestic Swing Line Loans to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofmade.

Notice of Borrowing. The Borrower When the U.K. Borrowers desire the U.K. Agent to make a U.K. Swing Line Loan, they shall request a Revolving Loan borrowing by send to the U.K. Agent written notice in the form of Exhibit G-2 hereto (or telephone telephonic notice promptly confirmed in a writing which confirmation may be by faxin the form of Exhibit G-2 hereto) to the Administrative Agent of each U.K. Swing Line Loan requested hereunder (a “U.K. Swing Line Loan Request”) not later than 11:00 A.M. 12:00 p.m. (London time) on the same Business Day proposed Drawdown Date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyU.K. Swing Line Loan. Each such request for borrowing U.K. Swing Line Loan Request shall set forth the principal amount of the proposed U.K. Swing Line Loan, the currency in which such U.K. Swing Line Loan should be made and the Swing Line Loan Maturity Date relating to such U.K. Swing Line Loan, which shall in no event be later than the Maturity Date. Each U.K. Swing Line Loan Request shall be irrevocable and binding on the U.K. Borrowers and shall specify obligate the U.K. Borrowers to borrow the U.K. Swing Line Loan from the U.K. Agent on the proposed Drawdown Date thereof. Upon satisfaction of the applicable conditions set forth in this Agreement, on the proposed Drawdown Date the U.K. Agent shall make the U.K. Swing Line Loan available to the U.K. Borrowers no later than 3:00 p.m. (ALondon time) on the proposed Drawdown Date by crediting the amount of the U.K. Swing Line Loan to the account specified by the U.K. Borrowers; provided that the U.K. Agent shall not advance any U.K. Swing Line Loans after it has received notice from any Bank that a Revolving Loan is requested, (B) the date Default or Event of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount Default has occurred and stating that no new U.K. Swing Line Loans are to be borrowed, and (D) whether made until such Default or Event of Default has been cured or waived in accordance with the borrowing shall be comprised provisions of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofthis Agreement.

Notice of Borrowing. The Whenever the Borrowers desire to make a Borrowing of Term Loans hereunder, Lead Borrower shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephone telephonic notice promptly confirmed in writing which confirmation writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least three Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan to be made hereunder; provided that (a) in each case, any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion), (b) in any event, any such notice with respect to Initial Term Loans to be incurred on the Closing Date may be given (including in the case of any LIBO Rate Borrowing) one Business Day prior to the Closing Date and (c) that if the Borrowers wish to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration, or less than one month in duration with the consent of the Administrative Agent, in each case as provided in the definition of “Interest Period,” the applicable notice must be received by fax) to the Administrative Agent not later than 11:00 A.M. on the same a.m., four Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the requested date of such Borrowing, conversion or continuation, in each case, having an Interest Period other than one, two, three or six months in duration, whereupon the Administrative Agent shall give prompt notice to each applicable Lender with a Commitment of the relevant Tranche of such request and determine whether the requested borrowing in Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify Lead Borrower (which notice may be by telephone) whether or not the requested borrowing Interest Period that is other than one, two, three or six months in duration has been consented to by such Lenders or the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyAdministrative Agent, as applicable. Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing by or on behalf of Lead Borrower, in the form of Exhibit A-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of Lead Borrower to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made pursuant to such Borrowing, (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Term Loans or LIBO Rate Term Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(v) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR LIBO Rate LoanTerm Loans, then the Interest Period to be initially applicable thereto and (vi) the account of the Borrowers into which the proceeds of such notice Term Loans shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder deposited or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderother wire instructions therefor. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt of each the Tranche specified in the respective Notice of Borrowing, the contents thereof and each notice of such proposed Borrowing, of such Lender’s proportionate share thereofthereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The Whenever the Borrowers desire to make a Borrowing of Term Loans hereunder, Lead Borrower shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephone telephonic notice promptly confirmed in writing which confirmation writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least three Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan to be made hereunder; provided that (a) in each case, any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion), (b) in any event, any such notice with respect to Initial Term Loans to be incurred on the First Restatement Effective Date may be given (including in the case of any LIBO Rate Borrowing) one Business Day prior to the First Restatement Effective Date and (c) that if the Borrowers wish to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration, or less than one month in duration with the consent of the Administrative Agent, in each case as provided in the definition of “Interest Period,” the applicable notice must be received by fax) to the Administrative Agent not later than 11:00 A.M. on the same a.m., four Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the requested date of such Borrowing, conversion or continuation, in each case, having an Interest Period other than one, two, three or six months in duration, whereupon the Administrative Agent shall give prompt notice to each applicable Lender with a Commitment of the relevant Tranche of such request and determine whether the requested borrowing in Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify Lead Borrower (which notice may be by telephone) whether or not the requested borrowing Interest Period that is other than one, two, three or six months in duration has been consented to by such Lenders or the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyAdministrative Agent, as applicable. Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing by or on behalf of Lead Borrower, in the form of Exhibit A-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of Lead Borrower to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made pursuant to such Borrowing, (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Term Loans or LIBO Rate Term Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(v) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR LIBO Rate LoanTerm Loans, then the Interest Period to be initially applicable thereto and (vi) the account of the Borrowers into which the proceeds of such notice Term Loans shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder deposited or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderother wire instructions therefor. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt of each the Tranche specified in the respective Notice of Borrowing, the contents thereof and each notice of such proposed Borrowing, of such Lender’s proportionate share thereofthereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written give the Administrative Agent irrevocable notice (or telephone which notice promptly confirmed must be received by the Administrative Agent prior to 10:00 A.M., New York City time, (a) three Business Days prior to the anticipated First Amendment Effective Date (as defined below), in writing which confirmation may be by fax) the case of Eurodollar Loans (provided that such notice shall contain an agreement satisfactory to the Administrative Agent that the Borrower agrees to indemnify and hold harmless each Lender from any loss or expense that such Lender actually sustains or incurs (but excluding any loss of anticipated profits) as a consequence of the First Amendment Effective Date not later than 11:00 A.M. occurring, for any reason, on the same Business Day of the requested borrowing anticipated First Amendment Effective Date set forth in the case of Alternate Base Rate Loans denominated in Dollars, such notice) and on the third (b) one Business Day prior to the date of the requested borrowing anticipated First Amendment Effective Date (as defined below), in the case of EURIBOR/LIBOR Base Rate Loans) requesting that the Tranche C Term Loan Lenders make the requested Tranche C Term Loans denominated in Dollarson the First Amendment Effective Date, and on specifying the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether . The Tranche C Term Loans made on the borrowing First Amendment Effective Date shall initially be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form Upon receipt of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice promptly notify each Tranche C Term Loan Lender thereof. Not later than 12:00 Noon, New York City time, on the First Amendment Effective Date, each Tranche C Term Loan Lender shall make available to each Lender promptly upon receipt the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tranche C Term Loan or Tranche C Term Loans to be made by such Lender; provided, however, that, at the option of each Notice Tranche C Term Loan Lender that is a Tranche B Term Loan Lender immediately prior to giving effect to this Amendment, all or a portion of Borrowingthe aggregate amount of Tranche B Term Loans of such Tranche C Term Loan Lender may be converted to Tranche C Term Loans and applied toward the satisfaction of the foregoing funding requirement. Subject to the immediately preceding sentence, the contents thereof and each Administrative Agent shall use the amounts made available to the Administrative Agent by the Tranche C Term Loan Lenders to prepay the Tranche B Term Loans outstanding on such Lender’s share thereofdate.

Notice of Borrowing. The Administrative Borrower shall request a Revolving Loan borrowing by written notice delivering to the Administrative Agent a Notice of Borrowing (or telephone notice promptly confirmed in writing by delivering to the Administrative Agent a Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefortherefor and (E) the Borrower requesting such borrowing. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Administrative Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The When the Borrower desires the Swing Line Lender to make a Swing Line Loan, the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) send to the Administrative Agent and the Swing Line Lender written notice in the form of EXHIBIT B hereto (or telephonic notice confirmed in a writing in the form of EXHIBIT B hereto) of each Swing Line Loan requested hereunder (a "SWING LINE LOAN REQUEST") not later than 11:00 A.M. a.m. (Boston time) on the same Business Day proposed Drawdown Date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencySwing Line Loan. Each such request for borrowing Swing Line Loan Request shall set forth the principal amount of the proposed Swing Line Loan and the date on which the proposed Swing Line Loan would mature (the "SWING LINE LOAN MATURITY DATE") which shall in no event be later than the earlier of (i) the date which is ten (10) days following the Drawdown Date of such Swing Line Loan, (ii) the occurrence of a Default or Event of Default and (iii) the Final Maturity Date. Each Swing Line Loan Request shall be irrevocable and binding on the Borrower and shall specify (A) that a Revolving obligate the Borrower to borrow the Swing Line Loan is requested, (B) from the date Swing Line Lender on the proposed Drawdown Date thereof. Upon satisfaction of the requested borrowing applicable conditions set forth in this Credit Agreement, on the proposed Drawdown Date the Swing Line Lender shall make the Swing Line Loan available to the Borrower no later than 3:00 p.m. (Boston time) on the proposed Drawdown Date by crediting the amount of the Swing Line Loan to the account(s) of the Borrower specified in the Swing Line Loan Request; PROVIDED that the Swing Line Lender shall not advance any Swing Line Loans if a Default or an Event of Default has occurred and is continuing. The Swing Line Lender shall not be obligated to make any Swing Line Loans at any time when any Lender is a Delinquent Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it to eliminate the Swing Line Lender's risk with respect to such Delinquent Lender, which shall be a Business Day), (C) may include cash collateralizing such Delinquent Lender's Commitment Percentage of the aggregate principal amount outstanding Swing Line Loans and any such additional Swing Line Loans to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofmade.

Notice of Borrowing. The Company or the Japanese Borrower shall may request a Japanese/Multicurrency Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing writing, which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. 12:00 Noon (Charlotte, North Carolina time) on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/all LIBOR Rate Loans denominated in any Alternative CurrencyForeign Currencies. Each such request for borrowing shall be irrevocable and shall specify (A) the applicable Borrower, (B) that a Japanese/Multicurrency Revolving Loan is requested, (BC) the date of the requested borrowing (which shall be a Business Day), (CD) the currency and the aggregate principal amount to be borrowed, borrowed and (DE) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) and currency therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. Schedule 2.1(b)(i). If the applicable Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2II) the type of Japanese/Multicurrency Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder (unless such notice indicates that the requested borrowing is to be made in a Foreign Currency, in which case, such notice shall be deemed to be a request for a LIBOR Rate Loan hereunder), or (3III) the Currency currency of the Japanese/Multicurrency Revolving Loan requested, (x) if such request is made by the Company, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate a Japanese/Multicurrency Revolving Loan denominated in Dollars hereunderand (y) if such request is made by the Japanese Borrower, then such notice shall be deemed to be a request for a Japanese/Multicurrency Revolving Loan denominated in Japanese Yen. The Administrative Agent shall give notice to each Japanese/Multicurrency Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Japanese/Multicurrency Lender’s share thereof.

Notice of Borrowing. The Each Committed Loan shall be made pursuant to a Notice of Borrowing (substantially in the form of Exhibit B-1) given by Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to Agent at the Administrative Agent Agency Office not later than 11:00 A.M. on the same Business Day of the requested borrowing 12:00 Noon (local time in the case of Alternate Base Rate Loans denominated in Dollars, and city where the Agency Office is situated) on (i) the third Business Banking Day prior to the date of the requested borrowing proposed Committed Loan, in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsany Eurodollar Committed Loan, and on or (ii) the fourth Business Banking Day prior to the date of the requested borrowing proposed Committed Loan, in the case of Alternate any Base Rate Loan. Agent shall give to each Bank prompt notice thereof by telex, cable or telefacsimile. Committed Loans or EURIBOR/LIBOR Rate Loans denominated may also be requested by telephonic request made no later than the time by which the Notice of Borrowing would otherwise be due pursuant to the preceding sentence, provided that a Notice of Borrowing confirming such telephonic request is received by Agent no later than 12:00 Noon (local time in any Alternative Currencythe city where the Agency Office is situated) on the Banking Day prior to such Committed Loan. Each such Notice of Borrowing or telephonic request for borrowing shall be irrevocable and a Committed Loan shall specify (A) that a Revolving Loan is requested, (B1) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Committed Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type amount of Revolving such Committed Loan, (3) whether such Committed Loan requested, then such notice shall be deemed is to be a request for an Alternate Base Rate Loan hereunder or a Eurodollar Committed Loan, and (34) the Currency of the Revolving if such Committed Loan requested, then such notice shall be deemed is to be a request by Eurodollar Committed Loan, the Initial Borrower for an Alternate Base Rate Loan denominated Interest Period with respect thereto. Each Bank shall, before 12:00 Noon (local time in the city where the Agency Office is situated) on the date of such Committed Loan, make available to Agent at the Agency Office, in same day funds in Dollars hereunder. The Administrative for credit to the Applicable Agent's Account, such Bank's ratable portion of such Committed Loan and, unless Agent shall give notice has been notified by a Bank pursuant to each Lender promptly upon receipt Section 2.1(f) that such Bank will not make available its ratable portion of each Notice such Committed Loan, Agent will make such funds available to Borrower at the Agency Office on the date of Borrowing, the contents thereof and each such Lender’s share thereofCommitted Loan.

Notice of Borrowing. The Parent Borrower shall may request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by faxfacsimile) to the Administrative Agent not later than 11:00 A.M. a.m. on the same Business Day date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, (D) the applicable Borrower or Borrowers with respect thereto and (DE) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “"Notice of Borrowing”") is attached as Exhibit A. Schedule 2.1(b)(i). If the Parent Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s 's share thereof. All Revolving Loans made on the Closing Date and on any of the three Business Days following the Closing Date shall bear interest at the Alternate Base Rate.

Notice of Borrowing. (a) The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Administrative Agent’s Office prior to 12:00 p.m. (New York City time) at least one Business Day of the requested borrowing Day’s prior written notice in the case of Alternate Base Rate a Borrowing of Tranche B-1 Term Loans denominated in Dollars, and to be made on the third Business Day Amendment No. 1 Effective Date if such Tranche B-1 Term Loans are to be LIBOR Loans or ABR Loans. The Borrower shall give the Administrative Agent at the Administrative Agent’s Office prior to the date of the requested borrowing 12:00 p.m. (New York City time) at least one Business Day’s prior written notice in the case of EURIBOR/LIBOR Rate a Borrowing of Tranche B-3 Term Loans denominated in Dollars, and to be made (or deemed made) on the fourth Business Day Amendment No. 4 Effective Date if such Tranche B-3 Term Loans are to be LIBOR Loans or ABR Loans. The Borrower shall give the Administrative Agent at the Administrative Agent’s Office prior to the date of the requested borrowing 12:00 p.m. (New York City time) at least one Business Day’s prior written notice in the case of Alternate Base Rate a Borrowing of Tranche B-3 Term Loans to be made on the Amendment No. 5 Effective Date if such Tranche B-3 Term Loans are to be LIBOR Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyABR Loans. Each such request for borrowing shall be irrevocable and notice (a “Notice of Borrowing”, each substantially in the form of Exhibit J) shall specify (A) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made, (B) the date of the requested borrowing (which shall be a Business Day), Borrowing and (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing Term Loans shall be comprised consist of Alternate Base Rate LoansABR Loans and/or LIBOR Loans and, EURIBOR/LIBOR Rate Loans or a combination thereof, if the Currency therefor, and if EURIBOR/LIBOR Rate Term Loans are requestedto include LIBOR Loans, the Interest Period(s) thereforPeriod to be initially applicable thereto. A form of Notice If no election as to the Type of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify specified in any such Notice of notice, then the requested Borrowing (1) shall be an applicable ABR Borrowing. Each Swingline Loan shall be an ABR Borrowing. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in the case of a EURIBOR/LIBOR Rate Loanany such notice, then such notice the Borrower shall be deemed to be a request for have selected an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder’s duration. The Administrative Agent shall give promptly advise the applicable Lenders of any notice given pursuant to each Lender promptly upon receipt this Section 2.3(a) (and the contents thereof), and of each Notice of Borrowing, the contents thereof and each such Lender’s pro rata share thereofof the requested Borrowing.

Notice of Borrowing. The (a) Whenever a Borrower desires to incur (i) LIBOR Loans or EURIBOR Loans hereunder (excluding UK Swingline Loans and UK Revolving Loans made pursuant to a Mandatory UK Borrowing), such Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not at the Notice Office at least three Business Days’ prior notice of each LIBOR Loan or EURIBOR Loan to be incurred hereunder (provided that any such notice shall be deemed to have been given on a certain day only if given before 2:00 P.M. (New York City time) on such day, or, in the case of any UK Revolving Loans, 10:00 A.M. (New York City time) on such day, or, in the case of any Canadian Revolving Loans, 10:00 A.M. (Toronto time) on such day), (ii) Base Rate Loans hereunder (including Agent Advances, but excluding US Swingline Loans and US Revolving Loans made pursuant to a Mandatory US Borrowing), such Borrower shall give the Administrative Agent at the Notice Office notice no later than 11:00 A.M. (New York City time) on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR each Base Rate Loan to be incurred hereunder and (iii) Canadian Prime Rate Loans denominated in Dollarshereunder, and such Borrower shall give the Administrative Agent at the Notice Office at least one Business Day’s prior notice of each Canadian Prime Rate Loan to be incurred hereunder (provided that any such notice shall be deemed to have been given on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencya certain day only if given before 10:00 A.M. (Toronto time) on such day). Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (A) that a the aggregate principal amount of the Revolving Loan is requestedLoans to be incurred pursuant to such Borrowing, (B) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) whether the aggregate principal amount Revolving Loans made pursuant to be borrowedsuch Borrowing constitute US Revolving Loans, and UK Revolving Loans or Canadian Revolving Loans, (D) whether the borrowing Revolving Loans made pursuant to such Borrowing constitute Agent Advances (it being understood that the Administrative Agent shall be comprised of Alternate Base Rate Loansunder no obligation to make such Agent Advance), EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(E) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanUS Revolving Loans, then whether the Revolving Loans being incurred pursuant to such notice shall be deemed Borrowing are to be a request for an initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if US LIBOR Loans, the initial Interest Period of one monthto be applicable thereto, (2F) in the case of UK Revolving Loans whether EURIBOR Loans or UK LIBOR Loans, the initial Interest Period to be applicable thereto and whether denominated in Pounds Sterling or Euros, (G) in the case of Canadian Revolving Loans, whether the respective Borrowing shall consist of Canadian Prime Rate Loans or, to the extent permitted hereunder, Canadian LIBOR Loans and, if Canadian LIBOR Loans, the initial Interest Period to be applicable thereto and (H) the type of Revolving Loan requestedUS Borrowing Base, then the UK Borrowing Base and the Canadian Borrowing Base at such notice shall be deemed to be a request for an Alternate time (based on the Borrowing Base Rate Loan hereunder or (3) Certificate last delivered). Except as provided in Section 2.04(e), the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt notice of each such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Borrower Company shall request a Revolving Loan borrowing by written notice delivering a Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent (A) not later than 11:00 A.M. EST (I) on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and (II) on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollarsand (B) not later than 10:00 A.M. (London, and on the fourth England time) four Business Day Days prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyForeign Currency Loans. Each such request for borrowing shall be irrevocable and shall specify (A1) the applicable Borrower, (2) that a Revolving Loan is requested, (B3) the date of the requested borrowing (which shall be a Business Day), (C4) the aggregate principal amount to be borrowed, and (D5) the applicable currency in which the Revolving Loan is to be funded, (6) if the Revolving Loan is to be made in Dollars, whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, (7) if the Currency thereforRevolving Loan is to be made in a Foreign Currency, that such Revolving Loan shall be comprised solely of LIBOR Rate Loans and (8) if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower Company shall fail to specify in any such Notice of Borrowing (1w) the applicable Borrower, then such notice shall be deemed to be a request for a Revolving Loan to be made to the Company, (x) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2y) the type of Revolving Loan requestedrequested in the case of a Revolving Loan to be made in Dollars, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3z) the Currency of the currency for such Revolving Loan requestedLoan, then such notice Revolving Loan shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated made in Dollars hereunderDollars. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. (a) The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Business Day of the requested borrowing Administrative Agent’s Office prior to 12:00 p.m. (New York City time) (i) in the case of Alternate Base Rate a Borrowing of Term A Loans denominated in Dollarsthat are to be ABR Loans, at least one Business Day’s prior written notice and on the third Business Day prior to the date of the requested borrowing (ii) in the case of EURIBOR/LIBOR Rate a Borrowing of Term A Loans denominated in Dollars, and to be made on the fourth Restatement Effective Date if such Term A Loans are to be LIBOR Loans, at least two Business Day Day’s prior to the date written notice. Such notice (a “Notice of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and Borrowing”) shall specify (A) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made, (B) the date of the requested borrowing Borrowing (which shall be a Business Day), the Restatement Effective Date) and (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing Term A Loans shall be comprised consist of Alternate Base Rate LoansABR Loans and/or LIBOR Loans and, EURIBOR/LIBOR Rate Loans or a combination thereof, if the Currency therefor, and if EURIBOR/LIBOR Rate Term A Loans are requestedto include LIBOR Loans, the Interest Period(s) thereforPeriod to be initially applicable thereto. A Notice of Borrowing may be in such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by an Authorized Officer of the Borrower. A Notice of Borrowing may be given by (x) telephone or (y) a written Notice of Borrowing (provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a “written Notice of Borrowing”) . If no election as to the Type of Borrowing is attached as Exhibit A. If the Borrower shall fail to specify specified in any such Notice of notice, then the requested Borrowing (1) shall be an applicable ABR Borrowing. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in the case of a EURIBOR/LIBOR Rate Loanany such notice, then such notice the Borrower shall be deemed to be a request for have selected an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder’s duration. The Administrative Agent shall give promptly advise the applicable Lenders of any notice given pursuant to each Lender promptly upon receipt this Section 2.3(a) (and the contents thereof), and of each Notice of Borrowing, the contents thereof and each such Lender’s pro rata share thereofof the requested Borrowing.

Notice of Borrowing. The Borrower When Ryder desires the Domestic Swing Line Lenders to make a Domestic Swing Line Loan, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) send to the Domestic Swing Line Lenders and the Administrative Agent written notice appropriately completed and signed by a Responsible Officer of Ryder in the form of Exhibit G-1 hereto (or telephonic notice confirmed in a writing in the form of Exhibit G-1 hereto) or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) of each Domestic Swing Line Loan requested hereunder (a “Domestic Swing Line Loan Request”) not later than 11:00 A.M. 2:00 p.m. on the same Business Day proposed Drawdown Date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyDomestic Swing Line Loan. Each such request for borrowing Domestic Swing Line Loan Request shall set forth the principal amount of the proposed Domestic Swing Line Loan and the Swing Line Loan Maturity Date relating to such Domestic Swing Line Loan, which shall in no event be later than the Maturity Date. Each Domestic Swing Line Loan Request shall be irrevocable and binding on Ryder and shall specify (A) that a Revolving obligate Ryder to borrow the Domestic Swing Line Loan is requestedfrom the Domestic Swing Line Lenders on the proposed Drawdown Date thereof. Upon satisfaction of the applicable conditions set forth in this Agreement, (B) on the date proposed Drawdown Date each of the Domestic Swing Line Lenders shall make its Domestic Swing Line Commitment Percentage of the requested borrowing (which Domestic Swing Line Loan available to Ryder no later than 3:00 p.m. on the proposed Drawdown Date by crediting the amount of the Domestic Swing Line Loan to the account specified by Ryder; provided that neither Domestic Swing Line Lender shall be advance any Domestic Swing Line Loans after it has received notice from any Bank that a Business Day), (C) the aggregate principal amount Default or Event of Default has occurred and stating that no new Domestic Swing Line Loans are to be borrowed, and (D) whether made until such Default or Event of Default has been cured or waived in accordance with the borrowing shall be comprised provisions of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofthis Agreement.

Notice of Borrowing. The (a) Whenever the Borrower desires to incur Term Loans, the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Business Day of the requested borrowing Administrative Agent’s Office prior to 12:00 p.m. (New York City time) (i) in the case of Alternate Base Rate a Borrowing of ABR Loans, at least one Business Day’s prior written notice, (ii) in the case of a Borrowing of LIBOR Loans denominated in Dollars, and on the third at least three Business Day Day’s prior to the date of the requested borrowing written notice (or, in the case of EURIBOR/LIBOR Rate a Borrowing of Closing Date Term Loans denominated in Dollars, and to be made on the fourth Closing Date or Amendment No. 3 New Term Loans to be made on the Amendment No. 3 Effective Date, one Business Day Day; provided that the Borrower shall give the Administrative Agent such notice prior to 2:00 p.m. (New York City time) on such date, it being understood that such Notice of Borrowing shall be subject to the date provisions of the requested borrowing Section 2.11), (iii) in the case of Alternate Base Rate Loans or EURIBOR/a Borrowing of LIBOR Rate Loans denominated in Euro, Sterling, Swiss Francs or Canadian Dollars, at least four Business Day’s prior written notice and (iv) in the case of a Borrowing of LIBOR Loans denominated in Yen and any other Alternative Currency, at least five Business Day’s prior written notice. Each such request for borrowing shall be irrevocable and Such notice (a “Notice of Borrowing”, substantially in the form of Exhibit K) shall specify (A) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period which, in the case of a EURIBOR/Borrowing of Closing Date Term Loans, shall be the Closing Date) and (C) whether the Term Loans shall consist of ABR Loans and/or LIBOR Rate LoanLoans and, if the Term Loans are to include LIBOR Loans, the Interest Period to be initially applicable thereto. A Notice of Borrowing may be in such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by an Authorized Officer of the Borrower. A Notice of Borrowing may be given by (x) telephone or (y) a written Notice of Borrowing (provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a written Notice of Borrowing. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice notice, then the Borrower shall be deemed to be a request for have selected an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder’s duration. The Administrative Agent shall give promptly advise the applicable Lenders of any notice given pursuant to each Lender promptly upon receipt this Section 2.3(a) (and the contents thereof), and of each Notice of Borrowing, the contents thereof and each such Lender’s pro rata share thereofof the requested Borrowing.

Notice of Borrowing. The Borrower shall request a Multicurrency Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 10:00 A.M. on the same (New York, New York time) five (5) Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyMulticurrency Revolving Loans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A1) that a Multicurrency Revolving Loan is requested, (B2) the date of the requested borrowing (which shall be a Business Day), (C3) the aggregate principal amount to be borrowed, and (D4) whether the applicable Foreign Currency in which such Multicurrency Revolving Loan is to be funded, (5) if the Multicurrency Revolving Loan is to be made in Canadian Dollars, that such borrowing shall be comprised solely of Alternate Base Canadian Prime Rate Loans, EURIBOR/(6) if the Multicurrency Revolving Loan is to be made in Australian Dollars, that such borrowing shall be comprised solely of BBR Rate Loans, (7) if the Multicurrency Revolving Loan is to be made in Mexican Pesos, that such borrowing shall be comprised solely of Offshore Rate Loans and (8) if LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR BBR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1x) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanLoan or BBR Rate Loans, then such notice shall be deemed to be a request for an Interest Period of one month, month or (2y) the type of Revolving Loan requestedcurrency for such Loan, then such notice Loan shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated made in Dollars hereunderEuros. The Administrative Agent shall give notice to each Lender the Revolving Lenders promptly upon receipt of each Notice of BorrowingBorrowing pursuant to this Section 2.1(b)(ii)(A), the contents thereof and each such Lender’s share thereofof any borrowing to be made pursuant thereto.

Notice of Borrowing. The (a) Whenever the Term Borrower desires to incur (1) Term Loans that are (x) Eurodollar Loans, the Term Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Notice Office and the Collateral Agent at least one Business Day Days’ prior notice of the requested borrowing in the case of Alternate each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans denominated in Dollarshereunder, the Term Borrower shall give the Administrative Agent at the Notice Office and on the third Collateral Agent at least one Business Day Days’ prior to the date notice of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate each Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated Loan to be incurred hereunder and (2) Revolving Loans, the Revolving Borrower shall give the Administrative Agent at the Notice Office and the Collateral Agent at least one Business Days’ prior notice of each Revolving Loan to be incurred hereunder, provided that (in each case) any Alternative Currencysuch notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. (New York City time) on such day. Each such request for borrowing shall be irrevocable and shall specify notice (A) that a Revolving Loan is requestedeach, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (i) is attached as Exhibit A. If the Borrower shall fail aggregate principal amount of the Loans to specify in any be incurred pursuant to such Notice Borrowing, (ii) the date of such Borrowing (1) an applicable Interest Period which for any Loan shall be a Business Day and, in the case of a EURIBOR/LIBOR Rate LoanRevolving Loans, then such notice shall only be deemed to be a request for an Interest Period the last Business Day of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of calendar week in which the Revolving Loan requested, then such notice shall be deemed is to be a request by made), (iii) whether the Initial Borrower for an Alternate Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans and (iv) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loan denominated in Dollars Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Collateral Agent shall promptly give notice to each Lender promptly upon receipt which is required to make Loans of each the Tranche specified in the respective Notice of Borrowing, the contents thereof and each notice of such proposed Borrowing, of such Lender’s proportionate share thereofthereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The Whenever the Borrowers desire to make a Borrowing of Term Loans hereunder, the Lead Borrower shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephone telephonic notice promptly confirmed in writing which confirmation may writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least three Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan to be made hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion); provided further that that if the Borrowers wish to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by fax) to the Administrative Agent not later than 11:00 A.M. on the same a.m. four Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to each Lender with a Commitment of the relevant Tranche of such request and determine whether the requested borrowing in Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Lead Borrower (which notice may be by telephone) whether or not the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyInterest Period has been consented to by such Lenders. Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing by or on behalf of the Borrowers, in the form of Exhibit A-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of the relevant Borrower, appropriately completed to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made pursuant to such Borrowing, (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Loans, EURIBOR/LIBOR Rate Term Loans or a combination thereof, the Currency therefor, LIBO Rate Term Loans and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(v) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR LIBO Rate LoanTerm Loans, then such notice shall be deemed the Interest Period to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderinitially applicable thereto. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt of each the Tranche specified in the respective Notice of Borrowing, the contents thereof and each notice of such proposed Borrowing, of such Lender’s proportionate share thereofthereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The Borrower Each Borrowing, each conversion of Loans from one Type to another, and each continuation of Term SOFR Loans shall request be made upon the Borrower’s irrevocable notice to the Agent, which may be given by (A) telephone, or (B) a Revolving Loan borrowing by written notice (or Notice of Borrowing; provided that any telephone notice promptly must be confirmed in writing which confirmation may be immediately by fax) delivery to the Administrative Agent of a Notice of Borrowing. Each such Notice of Borrowing must be received by the Agent not later than 11:00 A.M. (x) 1:00 P.M. (New York City time) on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of each Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the requested borrowing second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowing. Each Borrowing of, conversion to or continuation of Loans shall be in an aggregate principal amount of $25,000,000 or any larger multiple of $5,000,000 (except that any such Borrowing may be in the case of EURIBOR/LIBOR Rate Loans denominated aggregate amount available in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyaccordance with Section 3.02(b)). Each such request for borrowing shall be irrevocable and Borrowing shall specify (A) that whether the Borrower is requesting a Revolving Loan is requestedBorrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the requested borrowing Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the aggregate principal amount of Loans to be borrowed, and converted or continued, (D) whether the borrowing shall Type of Loans to be comprised borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of Alternate the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the requested Loans will be made as Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail fails to specify in give a timely notice requesting a conversion or continuation of any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanTerm SOFR Loans, then such notice the applicable Loans shall be deemed to be a request for converted to, Term SOFR Loans having an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, (2) the type conversion to, or continuation of Revolving Loan requestedTerm SOFR Loans in any Notice of Borrowing, then such notice but fails to specify an Interest Period, it shall be deemed to be a request for have specified an Alternate Base Rate Loan hereunder or Interest Period of one (31) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofmonth.

Notice of Borrowing. The Borrower shall request obligation of each Lender to make Revolving Credit Loans comprising a Revolving Loan borrowing Credit Borrowing under the Revolving Credit Facility is conditioned upon receipt by written notice (or telephone notice promptly confirmed in writing which confirmation may be the Agent of a request by fax) to Holdings on behalf of the Administrative Agent Borrowers not later than 11:00 A.M. 12:00 noon (Cleveland, Ohio time) (i) on the same Business Banking Day of which is the requested borrowing in the case date of Alternate Base a proposed Revolving Credit Borrowing comprised of Prime Rate Loans denominated in Dollars, and (ii) on the third Business Day a day which is three (3) Banking Days prior to the Banking Day which is the requested date of a proposed Revolving Credit Borrowing comprised of LIBOR Loans (except that the Revolving Credit Borrowing requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior Closing Date may be comprised of LIBOR Loans so long as each of the Lenders shall have agreed to make LIBOR Loans on the Closing Date without the notice required by this Section 3.l(d) and the Borrowers shall have agreed in a writing satisfactory in form and substance to the date Agent to indemnify the Lenders in respect of the requested borrowing in the case any loss suffered by reason of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencysuch accommodation). Each such request for borrowing (a "Notice of Borrowing") shall be irrevocable and shall specify transmitted by Holdings on behalf of the Borrowers to the Agent by telecopier or such other means as the Agent agrees to in writing, substantially in the form of Exhibit B, specifying therein the requested (A) that a date of the Revolving Loan is requestedCredit Loans comprising such Revolving Credit Borrowing, (B) the date Type of the requested borrowing (which shall be a Business Day)Revolving Credit Loans comprising such Revolving Credit Borrowing, (C) the aggregate principal amount to be borrowed, of such Revolving Credit Loans and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/proposed Revolving Credit Borrowing comprised of LIBOR Rate LoanLoans, then the initial Interest Period for such notice Revolving Credit Loans. The Borrowers may give a Notice of Borrowing telephonically so long as written confirmation of such Revolving Credit Borrowing by delivery of written Notice of Borrowing is received by the Agent by 1:00 p.m. (Cleveland, Ohio time) on the same day such telephonic Notice of Borrowing is given. The Agent may rely on such telephonic Notice of Borrowing to the same extent that the Agent may rely on a written Notice of Borrowing. Each Notice of Borrowing and telephonic Notice of Borrowing shall be deemed irrevocable and binding on the Borrowers and subject to be the indemnification provisions of this Article 3. The Borrowers shall bear all risks related to the giving of a request for an Interest Period Notice of one month, (2) the type Borrowing telephonically or by such other method of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency transmission as Holdings on behalf of the Revolving Loan requested, then such notice Borrowers shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderelect. The Administrative Agent shall give notice to each Lender promptly upon receipt reasonably prompt notice by telecopier on the day received of each such Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Administrative Borrower shall request a Revolving Loan borrowing by written notice delivering to the Administrative Agent a Notice of Borrowing (or telephone notice promptly confirmed in writing by delivering to the Administrative Agent a Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. (New York City time) on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefortherefor and (E) the Borrower requesting such borrowing. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Administrative Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. 1:00 P.M. (Charlotte, North Carolina time) on the same Business Day date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollarsand LIBOR Market Index Rate Loans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or LIBOR Market Index Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. Schedule 2.1(b)(i). If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base a LIBOR Market Index Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof. LIBOR Rate Loans shall not be available hereunder until three (3) Business Days after the Closing Date.

Notice of Borrowing. The (a) Whenever Borrower desires to utilize the Loan Commitments for an Acquisition Loan, it shall request deliver to Agent a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent Borrowing Base Certificate and a Notice of Borrowing not later than 11:00 A.M. on the same a.m., Closing Office Time, three Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the date of the requested borrowing in the case proposed borrowing, which Notice of EURIBOR/LIBOR Rate Loans denominated in DollarsBorrowing shall, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify among other items, (A) that specify (i) the Eligible Portfolio Entity to whose capital Borrower or a Revolving Loan is requestedPrimary Obligor will, directly or indirectly, contribute or loan the proceeds of the Loans; (Bii) the Asset Pool or Asset Pools to be acquired by such Portfolio Entity; (iii) the date of the requested proposed borrowing (which shall be a Business DayDay (each, a "Borrowing Date")); (iv) if such Borrowing Date is a Payment Date, (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing such Loans shall be comprised of Alternate constitute Base Rate Loans, EURIBOR/LIBOR Rate Loans or Eurocurrency Loans (if not specified or if such date is not a combination thereofPayment Date, the Currency therefor, and if EURIBOR/LIBOR Base Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, have been requested); (2v) the type currency in which the Loan will be borrowed; (vi) the total amount of Revolving Loan requestedsuch borrowing (which shall be in a minimum amount of 100,000 units of the relevant currency, then and in an amount the Dollar Equivalent of which is equal to or greater than $100,000, and integral multiples of 100,000 units of relevant currency in excess thereof); and (vii) the amount, if any, of fees (including the Utilization Fee) requested to be borrowed; and (B) certify that (x) Borrower delivered the Final Asset Pool Acquisition Certificate in respect of such Asset Pool or Asset Pools not later than five Business Days before the Borrowing Date specified in such notice shall be deemed and that all information set forth in such Asset Pool Acquisition Certificate (as revised through the Final Asset Pool Acquisition Certificate and as further revised to be a request for an Alternate Base Rate Loan hereunder the extent permitted by Section 6B.4) remains true and correct and (y) on or (3) prior to the Currency date of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each Borrower has delivered to Agent a Final NPV Pool Certificate in respect of such Lender’s share thereofAsset Pool.

Notice of Borrowing. The When either Borrower desires to borrow under this Section 2.01, the U.S. Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not later than 11:00 A.M. a Notice of Borrowing, signed by it, (i) on the same Business Day of the requested borrowing Closing Date, in the case of Alternate Base Rate Loans denominated in Dollars, and the Borrowings on the third Effective Date, (ii) no later than 11:30 a.m. (New York time) on the Business Day prior to immediately preceding the date of the requested borrowing proposed Funding Date therefor, in the case of EURIBOR/LIBOR a Borrowing of Base Rate Loans denominated in Dollarsafter the Effective Date, and on the fourth (iii) no later than 9:00 a.m. (New York time) at least three (3) Business Day prior to the date Days in advance of the requested borrowing proposed Funding Date therefor, in the case of Alternate Base a Borrowing of Eurocurrency Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyafter the Effective Date. Each such request for borrowing shall be irrevocable and Such Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount to and currency of the proposed Borrowing, (iii) the Revolving Credit Availability in the applicable currency as of the date of such Notice of Borrowing and, if such Borrowing is requested in an Alternative Currency, the unfunded portion of the Multicurrency Sublimit as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be borrowedof Base Rate Loans or Eurocurrency Rate Loans, (v) in the case of Eurocurrency Rate Loans, the requested Eurocurrency Rate Interest Period, (vi) which Borrower is making the subject Borrowing, and (Dvii) whether instructions for the borrowing shall be comprised disbursement of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or the proceeds of the proposed Borrowing. In lieu of delivering such a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (except with respect to a “Borrowing of Revolving Loans on the Effective Date), the U.S. Borrower may give the Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.01(c), if the U.S. Borrower confirms such notice by delivery of the required Notice of Borrowing”Borrowing to the Agent by facsimile transmission promptly, but in no event later than 5:00 p.m. (New York time) is attached as Exhibit A. If on the Borrower same day, the original of which facsimile copy shall fail be delivered to specify in any the Agent within three (3) days after the date of such transmission. Any Notice of Borrowing (1or telephonic notice in lieu thereof) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice given pursuant to this Section 2.01(c) shall be deemed to be a request for an Interest Period of one monthirrevocable, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated except as specifically provided in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofSection 2.01(d)(i).

Notice of Borrowing. (1) The Borrower Borrowers may request Revolving Loans for the purpose of financing Eligible Assets approved by the Administrative Agent in its discretion and for no other purpose. The Borrowers shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by faxElectronic Transmission) to the Administrative Agent along with a Compliance Certificate, Borrower Asset Schedule and Underwriting Package for the related Eligible Asset(s) to be financed not later than 11:00 A.M. on (A) ten (10) Business Days for Non-Wachovia Assets and (B) seven (7) Business Days for Wachovia Assets from the same Business Day delivery of the requested borrowing in the case applicable Notice of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyBorrowing. Each such request for borrowing shall be irrevocable and Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor, (E) the applicable Borrower and the Eligible Asset to be financed, (F) a calculation of Availability and (G) the amount of Available Borrowing Capacity. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower Borrowers shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base a one-month LIBOR Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofLoan.

Notice of Borrowing. The Borrower Company (on its own behalf or on behalf of any Borrower) shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing which confirmation may be by faxthrough delivery of a Notice of Borrowing) to the Administrative Agent (A) not later than 11:00 A.M. (I) on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and (II) on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in DollarsDollars and (B) not later than 10:00 A.M. (London, and on the fourth England time) four (4) Business Day Days prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative a Foreign Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan the Borrower on whose behalf the Company is requested, requesting such borrowing; (B) the date of the requested borrowing (such borrowing, which shall be a Business Day), (C) the aggregate principal amount of such borrowing, which shall be, (x) with respect to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof, and (y) with respect to LIBOR Rate Loans Loans, in an aggregate principal amount of $5,000,000 or a combination thereofwhole multiple of $1,000,000 in excess thereof (or such other amount as may be satisfactory to the Administrative Agent), (D) in the Currency thereforcase of a borrowing denominated in Dollars, and if EURIBOR/whether such Revolving Loan is to be a LIBOR Rate Loans are requestedLoan or an Alternate Base Rate Loan, (E) in the case of a LIBOR Rate Loan, (x) the currency in which such LIBOR Rate Loan is to be denominated and (y) the duration of the Interest Period(sPeriod applicable thereto and (F) thereforthe location and number of the applicable Borrower’s account to which funds are to be disbursed. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower Company shall fail to specify in any such Notice of Borrowing (1x) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2y) the type Type of Revolving Loan requestedrequested in the case of a Loan to be made in Dollars, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3z) the Currency of the Revolving Loan requestedcurrency for such Loan, then such notice Loan shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated made in Dollars hereunderDollars. The Administrative Agent shall give notice to each Lender promptly promptly, on the same day received by the Administrative Agent, upon receipt of each Notice of BorrowingBorrowing pursuant to this Section 2.1(d)(i), the contents thereof and each such Lender’s share thereofof any borrowing to be made pursuant thereto.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by faxfacsimile) to the Administrative Agent not later than 11:00 A.M. a.m. on the same Business Day date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate a Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof. All Revolving Loans made on the Closing Date and on any of the three Business Days following the Closing Date shall bear interest at the Base Rate unless the Borrower delivers to the Administrative Agent a funding indemnity letter acceptable to the Administrative Agent.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by faxfacsimile) to the Administrative Agent not later than 11:00 A.M. a.m. on the same Business Day date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof. All Revolving Loans made on the Closing Date and on any of the three Business Days following the Closing Date shall bear interest at the Alternate Base Rate unless the Borrower delivers to the Administrative Agent a funding indemnity letter acceptable to the Administrative Agent.

Notice of Borrowing. (1) The Borrower Borrowers may request Revolving Loans for the purpose of financing Eligible Assets approved by the Administrative Agent in its discretion and for no other purpose. The Borrowers shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by faxElectronic Transmission) to the Administrative Agent along with a Compliance Certificate, Borrower Asset Schedule and Underwriting Package for the related Eligible Asset(s) to be financed not later than 11:00 A.M. on (A) twelve (12) Business Days for Non-Wexxx Xargo Assets and (B) seven (7) Business Days for Wexxx Xargo Assets from the same Business Day delivery of the requested borrowing in the case applicable Notice of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyBorrowing. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor, (E) the applicable Borrower and the Eligible Asset to be financed and (F) a calculation of the Availability. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower Borrowers shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base a LIBOR Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall request give Agent a Revolving Loan borrowing Notice of Borrowing. Such notice must be received by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not no later than 11:00 A.M. 12:00 noon Chicago time (i) on the same Business Day of the requested borrowing funding date, in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third (ii) at least three Business Day Days prior to the date of the requested borrowing funding date, in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and Loans. Notices received after 12:00 noon Chicago time shall be deemed received on the fourth next Business Day prior Day. Subject to the date Section 3.5 and Section 3.6, each Notice of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requestedthe amount of the Borrowing, (B) the requested funding date of the requested borrowing (which shall must be a Business Day), (C) whether the aggregate Borrowing is of Tranche A Revolver Loans or Tranche B Revolver Loans; provided that such Borrowing shall be Tranche A Revolver Loans unless the outstanding principal amount of Tranche B Revolver Loans is less than the Tranche B Maximum Amount, in which case up to an amount equal to the Tranche B Maximum Amount minus the outstanding principal amount of Tranche B Revolver Loans of such Borrowing shall be borrowedTranche B Revolver Loans, and the remaining amount (if any) of such Borrowing shall be Tranche A Revolver Loans, (D) whether the borrowing shall Borrowing is to be comprised of Alternate made as Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency thereforLIBOR Loans, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(E) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanLoans, then such notice the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product Obligations) shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) Loans, on the Currency of due date, in the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.amount due; provided that 55 NAI-1507796678v9

Notice of Borrowing. The When a Borrower desires to borrow under this ------------------- Section 2.02, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not later than 11:00 A.M. an irrevocable Notice ------------ of Borrowing, signed by it, (x) on the same Business Day of the requested borrowing Merger Funding Date, in the case of Alternate Base Rate a Borrowing of Revolving Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing Merger Funding Date and (y) in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and a Borrowing on any other date no later than 1:00 p.m. (New York time) (I) on the fourth Business Day prior to next preceding the date of the requested borrowing proposed Revolving Loan Funding Date, in the case of Alternate a Borrowing of Base Rate Loans or EURIBOR/LIBOR and (II) at least three (3) Business Days in advance of the proposed Revolving Loan Funding Date, in the case of a Borrowing of Eurodollar Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable and Such Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount to be borrowedof the proposed Borrowing, and (Diii) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Borrowing by more than one Borrower, the amount of the proposed Borrowing allocable to each such Borrower, (iv) whether the proposed Borrowing will be of Base Rate LoanLoans or Eurodollar Rate Loans, then (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and (vi) instructions for the disbursement of the proceeds of the proposed Borrowing. In lieu of delivering such a Notice of Borrowing (except with respect to a Borrowing on the Merger Funding Date), the applicable Borrower may give the Administrative Agent irrevocable telephonic notice of any proposed Borrowing by the time required for Notices of Borrowing under this Section 2.02(b) and shall confirm such notice by delivery of the --------------- Notice of Borrowing by telecopy to the Administrative Agent promptly, but in no event later than 3:00 p.m. (New York time) on the same day. The Revolving Loans made on the Merger Funding Date shall initially be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall Loans and thereafter may be deemed to be a request by the Initial Borrower for an Alternate continued as Base Rate Loan denominated Loans or converted into Eurodollar Rate Loans in Dollars hereunderthe manner provided in Section 4.01(c) and subject to the conditions --------------- and limitations therein set forth and set forth in Section 4.02. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.------------

Notice of Borrowing. The Whenever Borrower desires to borrow, Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) provide to the Administrative Agent not Bank at 000 Xxxxxxx Xxxxxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, Attention Xxxxxxx Xxxx, or to such other persons or entities as Bank may designate, an original Notice of Borrowing. Such Notice of Borrowing shall be provided by no later than 11:00 A.M. on the same (San Jose, California time) for each Revolving Loan requested and not less than two (2) nor more than five (5) Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the date noticed Funding Date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyeach such Revolving Loan. Each such request for borrowing shall be irrevocable and Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing Funding Date (which shall be a Business Day)) in respect of the Revolving Loan, (B) the amount of the proposed Revolving Loan, (C) the aggregate principal amount deposit account number of Borrower with Bank to which the funds are to be borroweddirected, and (D) whether the borrowing shall be comprised proposed use of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) thereforsuch Revolving Loan. A form of Any Notice of Borrowing (shall be irrevocable. At the time of execution of this Agreement and as a “Notice of Borrowing”) is attached as Exhibit A. If condition to the Bank's obligations hereunder, Borrower shall fail provide the Bank with written documentation satisfactory to specify the Bank specifying the names of those employees, officers or agents of Borrower authorized by Borrower to execute and submit Notices of Borrowing to the Bank ("Authorized Agent") and a signature exemplar of each such Authorized Agent, and the Bank shall be entitled to rely on such documentation until notified in writing by Borrower of any change(s) of the persons so authorized. Borrower agrees to indemnify, defend and hold the Bank harmless from and against any and all liabilities, out of pocket costs (including but not limited to reasonable out of pocket attorneys' fees), claims, damages and demands arising from or related to Bank's acceptance of instructions in any such Notice of Borrowing (1) executed and submitted an applicable Interest Period in Authorized Agent, unless caused by the case gross negligence or willful misconduct of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed the Person to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofindemnified.

Notice of Borrowing. The (a) Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. at the Notice Office at least three Business Days' prior notice of each Eurodollar Loan to be incurred hereunder (PROVIDED that any such notice shall be deemed to have been given on the same Business Day of the requested borrowing in the case of Alternate a certain day only if given before 1:30 P.M. (New York time) on such day) and (y) Base Rate Loans denominated in Dollarshereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), and it shall give the Administrative Agent at the Notice Office prior notice of each Base Rate Loan to be incurred hereunder by no later than 1:00 P.M. (New York time) on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate that a Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoan is to be incurred. Each such request for borrowing notice (each a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit A-1, appropriately completed to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans, (iv) whether the Loans being incurred pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable initial Interest Period to be applicable thereto, (v) in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, the purchase price of a request for an Interest Period Permitted Acquisition, the amount of one month, (2) the type of Total Unutilized Revolving Loan requested, then Commitment after giving effect to such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or Borrowing and (3vi) in the Currency case of any Borrowing of the Revolving Loans on any day within three months prior to the final maturity of the Receivables Facility as then in effect, calculations showing that after giving effect to such Borrowing the Total Unutilized Revolving Loan requested, then such notice shall Commitment will be deemed equal to be a request by or greater than that amount equal to the Initial Borrower for sum of (x) $30,000,000 plus (y) an Alternate Base Rate Loan denominated in Dollars hereunderamount equal to the aggregate outstanding Receivables Indebtedness under the Receivables Facility. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt which is required to make Loans of each the Tranche specified in the respective Notice of Borrowing, the contents notice of such proposed Borrowing, of such Lender's proportionate share thereof and each such Lender’s share thereofof the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The Borrower shall Company may request a Revolving Loan borrowing on behalf of itself or the Subsidiary Borrower by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. 12:00 Noon (Charlotte, North Carolina time) on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/all LIBOR Rate Loans denominated in any Alternative CurrencyForeign Currencies. Each such request for borrowing shall be irrevocable and shall specify (A) the applicable Borrower, (B) that a Revolving Loan is requested, (BC) the date of the requested borrowing (which shall be a Business Day), (CD) the currency and the aggregate principal amount to be borrowed, and (DE) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) and currency therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. Schedule 2.1(b)(i). If the Borrower Company shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder (unless such notice indicates that the requested borrowing is to be made in a Foreign Currency, in which case, such notice shall be deemed to be a request for a LIBOR Rate Loan hereunder), or (3III) the Currency currency of the Revolving Loan requested, (x) if such request is made by the Company on its behalf, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate a Revolving Loan denominated in Dollars hereunderand (y) if such request is made by the Company on behalf of the Subsidiary Borrower, then such notice shall be deemed to be a request for a Revolving Loan denominated in Euro. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The applicable Borrower shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. 11:30 a.m. on the same Business Day date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Market Index Rate Loans or LIBOR Rate Loans denominated in Dollars, Dollars and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Revolving Loans denominated in any Alternative a Foreign Currency. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall consist of Loans denominated in Euros, British Pounds Sterling, any Alternative Currency or in Dollars, (E) for borrowings denominated in Dollars, whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Market Index Rate Loans, LIBOR Rate Loans or a combination thereof, (F) for borrowings denominated in a Foreign Currency, the Currency thereforcurrency such Loans shall be denominated in and whether the borrowing shall be comprised of LIBOR Market Index Rate Loans, LIBOR Rate Loans, EURIBOR Market Index Rate Loans, EURIBOR Rate Loans or a combination thereof, and (G) if EURIBOR/LIBOR Rate Eurocurrency Loans are requestedrequested (other than LIBOR Market Index Rate Loands or EURIBOR Market Index Rate Loans), the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the applicable Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Eurocurrency Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type Type of Revolving Loan requested, then (provided that the applicable Borrower specified the currency of such borrowing) such notice shall be deemed to be a request for (w) an Alternate Base Rate Loan hereunder in the case of any Revolving Loan denominated in Dollars, or (x) a LIBOR Market Index Rate Loan or LIBOR Rate Loan hereunder in the case of any Revolving Loan denominated in British Pounds Sterling or an Alternative Currency, or (y) a EURIBOR Market Index Rate Loan or EURIBOR Rate Loan hereunder in the case of any Revolving Loan denominated in Euros, or (3) the currency of such borrowing, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan Loans denominated in Dollars hereunderDollars. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The To request a Borrowing, the Borrower shall request give the Administrative Agent notice thereof (a) in the case of a Revolving Loan borrowing by written notice Eurodollar Borrowing, not later than 9:00 a.m., Pacific time, three Business Days (or telephone solely in the case of Eurodollar Borrowing on the Closing Date, one Business Day) before a proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 9:00 a.m., Pacific time, the day of a proposed Borrowing. Such notice promptly confirmed shall be irrevocable and shall in writing each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which confirmation may shall be by faxa Business Day) and the amount thereof; (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto and (iv) wire transfer instructions (if different from what is provided in Section 2.02(c)). If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If the Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing or given notice to the Administrative Agent not later than 11:00 A.M. 9:00 a.m., Pacific time, on the same Business Day last day of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsInterest Period applicable to such Borrowing that it will not refinance such Borrowing, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If then the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for have given notice of an Interest Period of one month, (2) the type of Revolving Loan requested, then election to refinance such notice shall be deemed to be a request for Borrowing with an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderABR Borrowing. The Administrative Agent shall give promptly advise the Lenders of any notice given pursuant to each Lender promptly upon receipt this Section 2.03 and of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofportion of the requested Borrowing.

Notice of Borrowing. The (a) If the Borrower desires to incur the Loans (or portions thereof) as (x) LIBOR Loans hereunder, the Borrower shall request a give the Administrative Agent (and, with respect to Revolving Loan borrowing by written notice Loans only, the Revolving Agent) at the Notice Office at least three Business Days (or telephone notice promptly confirmed in writing which confirmation may or, with respect to LIBOR Loans to be by fax) made on the Closing Date, such shorter period as shall be acceptable to the Administrative Agent not later than 11:00 A.M. on the same Business Day Agent) prior notice of the requested borrowing in the case of Alternate LIBOR Loans to be incurred hereunder and (y) Base Rate Loans denominated in Dollarshereunder, and on the third Borrower shall give the Administrative Agent at the Notice Office at least one Business Day prior Day’s (or, with respect to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR to be made on the Closing Date, such shorter period as shall be acceptable to the Administrative Agent) prior notice of the Base Rate Loans denominated in to be incurred hereunder, provided that any Alternative Currencysuch notice shall be deemed to have been given on a certain day only if given before 12:00 noon (New York City time) on such day. Each such request for borrowing notice (the “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing, substantially in the form of Exhibit F, appropriately completed to specify: (Ai) that the aggregate principal amount of such Borrowing and whether it is to be a Borrowing of Revolving Loan is requestedLoans or Term Loans, (Bii) the Class of the Loans to be incurred pursuant to such Borrowing, (iii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Div) whether the borrowing shall Loans being incurred pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, EURIBOR/LIBOR Rate the initial Interest Period to be applicable thereto and (v) the applicable account details for the Borrower. The Administrative Agent shall promptly give each Lender which is required to make Loans or a combination thereof, of the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, Class specified in the Interest Period(s) therefor. A form of Notice of Borrowing (a “respective Notice of Borrowing”) is attached as Exhibit A. If , notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the Borrower shall fail other matters required by the immediately preceding sentence to specify be specified in any such the Notice of Borrowing (1) an applicable Interest Period Borrowing. With respect to Revolving Loans, each reference to the Administrative Agent in the case of a EURIBOR/LIBOR Rate Loan, then such notice this clause shall also be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed reference to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofAgent.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in DollarsLoans, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Lending Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Currency and Interest Period(s) therefor. A form of Notice of Borrowing (a “"Notice of Borrowing”") is attached as Exhibit A. Schedule 2.1(b)(i). If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, month or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3III) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate a Revolving Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s 's share thereof.

Notice of Borrowing. The Borrower shall request give the Administrative Agent notice pursuant to a Notice of Borrowing or telephonic notice of each borrowing of Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may Loans. Each Notice of Borrowing shall be by fax) delivered to the Administrative Agent not later than 11:00 A.M. before 12:00 P.M. on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyEurodollar Loans. Each such request for borrowing shall be irrevocable irrevocable, shall contain certifications of the Borrower with respect to the conditions set forth in Section 5.2 clauses (b) through (f) in the form of Exhibit C, and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Eurodollar Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Eurodollar Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Eurodollar Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate a Base Rate Loan hereunder or (3) hereunder. Any such telephonic notice shall include all information to be specified in a written Notice of Borrowing and shall be promptly confirmed in writing by the Currency Borrower pursuant to a Notice of Borrowing sent to the Administrative Agent by telecopy on the same day of the Revolving Loan requested, then giving of such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereundertelephonic notice. The Administrative Agent shall give notice will transmit by telecopy the Notice of Borrowing (or the information contained in such Notice of Borrowing) to each Lender promptly upon receipt by the Administrative Agent. Each Notice of Borrowing or telephonic notice of each Notice of Borrowing, borrowing shall be irrevocable once given and binding on the contents thereof and each such Lender’s share thereofBorrower.

Notice of Borrowing. The Borrower Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of a Term SOFR Loan or an Alternative Currency Term Rate Loan shall request be made upon the Borrowing Agent’s irrevocable notice to the Administrative Agent, which may be given by (i) telephone or (ii) a Revolving Loan borrowing by written notice (or Notice; provided that any telephone notice must be confirmed promptly confirmed in writing which confirmation may by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by fax) to the Administrative Agent not later than 11:00 A.M. on the same a.m. (A) two Business Day of Days prior to the requested borrowing date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, (B) in the case of Alternate Base Rate Loans denominated in DollarsAlternative Currency Loans, and on the third 11:00 a.m. three Business Day prior to the date of the requested borrowing Days (or five Business Days in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day a Special Notice Currency) prior to the requested date of the requested borrowing any Borrowing or, in the case of Alternate Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowing Agent wishes to request Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Alternative Currency Term Rate Loans, the Administrative Agent shall notify the Borrowing Agent (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, or conversion to Term SOFR Loans and each Borrowing of, conversion to or continuation of Alternative Currency Loans shall be in a principal amount the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Except as provided in Sections 2.03 and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of the Dollar Equivalent of $500,000 or EURIBOR/LIBOR Rate Loans denominated a whole multiple of the Dollar Equivalent of $100,000 in excess thereof (or, in connection with any Alternative Currencyconversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each such request for borrowing shall be irrevocable and Loan Notice shall specify (Ai) that a Revolving Loan is requestedthe Borrower(s), (Bii) whether such Borrower(s) is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (iii) the requested date of the requested borrowing Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (Civ) the aggregate principal amount of Loans to be borrowed, converted or continued, (v) the Type of Loans to be borrowed or to which existing Loans are to be converted, (vi) if applicable, the duration of the Interest Period with respect thereto, and (Dvi) whether the borrowing currency of the Loans to be borrowed. If the Borrowing Agent fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be comprised made in Dollars. If the Borrowing Agent fails to specify a Type of Alternate Loan in a Loan Notice or if the Borrowing Agent fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, EURIBOR/LIBOR Rate Loans or a combination thereofhowever, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period that in the case of a EURIBOR/LIBOR failure to timely request a continuation of Alternative Currency Term Rate LoanLoans, then such notice Loans shall be deemed to be a request for continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrowing Agent requests a Borrowing of, (2) the type conversion to, or continuation of Revolving Loan requestedTerm SOFR Loans or Alternative Currency Term Rate Loans, then such notice shall but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Section 2.12(a) and 3.03, no Loan may be converted into or continued as a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereundera different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. The Administrative Agent shall give notice Notwithstanding anything to each Lender promptly upon receipt of each Notice of Borrowingthe contrary in this Agreement, the contents thereof Borrowing Agent may not request an Alternative Currency Daily Rate Loan, and each the Revolving Lenders shall have no obligation to fund such Lender’s share thereofLoans.

Notice of Borrowing. The Whenever the Borrower desires to obtain an ------------------- Advance, the Borrower shall request deliver a Revolving Loan borrowing by written notice Notice of Borrowing to the Bank (or telephone telephonic notice promptly confirmed in writing which confirmation may pursuant to a Notice of Borrowing), such Notice of Borrowing to be by fax) given to the Administrative Agent not Bank no later than 11:00 A.M. a.m. (Louisville, Kentucky time) on the same Business Day Funding Date of any Advance that is to bear interest at the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollarsor no later than 11:00 a.m. (Louisville, and on the third Kentucky time) three Business Day Days prior to the date Funding Date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior any Advance that is to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencybear interest by reference to LIBOR. Each such request for borrowing shall be irrevocable and Notice of Borrowing shall specify (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Advance, (Bii) the date of the requested borrowing Funding Date (which shall be a Business Day), and (Ciii) whether such Advance shall bear interest at the aggregate principal amount Base Rate or by reference to be borrowedLIBOR. The Borrower shall have the right pursuant to a Notice of Interest Rate Selection delivered to the Bank (a) at any time to convert all or any part of the Base Rate Tranche to a LIBOR Tranche, (b) to continue all or any part of a LIBOR Tranche at the end of the LIBOR Interest Period applicable to such LIBOR Tranche to another LIBOR Tranche for the LIBOR Interest Period designated by the Borrower in the relevant Notice of Interest Rate Selection, and (Dc) whether to convert all or any part of a LIBOR Tranche at the borrowing shall be comprised end of Alternate the LIBOR Interest Period applicable to such LIBOR Tranche to the Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, Tranche. To the Currency therefor, extent and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If for any day that the Borrower shall fail has not designated the interest rate to specify in any such Notice of Borrowing (1) an applicable Interest Period in apply to the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency unpaid principal of the Revolving Loan requestedLine of Credit, then to that extent and for such notice day the unpaid principal balance of the Revolving Line of Credit shall bear interest at the Base Rate. There shall not be deemed more than six (6) LIBOR Tranches outstanding at any one time with respect to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt unpaid principal balance of each Notice the Revolving Line of Borrowing, the contents thereof and each such Lender’s share thereofCredit.

Notice of Borrowing. The Borrower shall may request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent (not later than 11:00 A.M. 1:00 p.m. (Toronto, Ontario time) on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base or CDOR Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requestedrequested (specifying the borrowing is a U.S. Revolving Loan or a Canadian Revolving Loan), (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, borrowed and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans, CDOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans or CDOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. Schedule 2.1(b)(i). If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan or CDOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base a one (1) month LIBOR Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base CDOR Rate Loan denominated in Dollars (as applicable) hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The When any Domestic Borrower desires the Swing Line Bank to make a Swing Line Loan, Xxxxxxx-Xxxxxxx, on behalf of such Domestic Borrower, shall request a Revolving Loan borrowing by send to the Agent and the Swing Line Bank written notice in the form of Exhibit D hereto (or telephone telephonic notice promptly confirmed in a writing which confirmation may be by faxin the form of Exhibit D hereto) to the Administrative Agent of each Swing Line Loan requested hereunder (a "Swing Line Loan Request") not later than 11:00 A.M. 12:00 Noon (Boston time) on the same Business Day proposed Drawdown Date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencySwing Line Loan. Each such request for borrowing Swing Line Loan Request shall set forth the principal amount of the proposed Swing Line Loan, the applicable Domestic Borrower(s) and the date on which the proposed Swing Line Loan would mature (the "Swing Line Loan Maturity Date") which shall in no event be later than Revolving Credit Loan Maturity Date. Each Swing Line Loan Request shall be irrevocable and binding on the applicable Domestic Borrower(s) and shall specify obligate such Domestic Borrower(s) to borrow the Swing Line Loan from the Swing Line Bank on the proposed Drawdown Date thereof. Upon satisfaction of the applicable conditions set forth in this Credit Agreement, on the proposed Drawdown Date the Swing Line Bank shall make the Swing Line Loan available to such Domestic Borrower(s) no later than 3:00 p.m. (ABoston time) on the proposed Drawdown Date by crediting the amount of the Swing Line Loan to the relevant account(s) of such Domestic Borrower(s) maintained with the Agent at the Agent's Head Office; provided that the Swing Line Bank shall not advance any Swing Line Loans after it has received notice from any Lender that a Revolving Loan Default or Event of Default has occurred and stating that no new Swing Line Loans are to be made until such Default or Event of Default has been cured or waived in accordance with the provisions of this Credit Agreement. The Swing Line Bank shall not be obligated to make any Swing Line Loans at any time when any Lender is requesteda Delinquent Lender unless the Swing Line Bank has entered into arrangements satisfactory to it to eliminate the Swing Line Bank's risk with respect to such Delinquent Lender, (B) the date including by cash collateralizing such Delinquent Lender's Commitment Percentage of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount outstanding Swing Line Loans and any such additional Swing Line Loans to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofmade.

Notice of Borrowing. The Whenever the Borrowers desire to make a Borrowing of Term Loans hereunder, Lead Borrower shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephone telephonic notice promptly confirmed in writing which confirmation writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least three Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO Rate Term Loan to be made hereunder; provided that (a) in each case, any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day (or such later time as the Administrative Agent shall agree in it its sole and absolute discretion), (b) in any event, any such notice with respect to Initial Term Loans to be incurred on the Closing Date may be given (including in the case of any LIBO Rate Borrowing) one Business Day prior to the Closing Date and (c) that if the Borrowers wish to request LIBO Rate Loans having an Interest Period other than one, two, three or six months in duration, or less than one month in duration with the consent of the Administrative Agent, in each case as provided in the definition of “Interest Period,” the applicable notice must be received by fax) to the Administrative Agent not later than 11:00 A.M. on the same a.m., four Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the requested date of such Borrowing, conversion or continuation, in each case, having an Interest Period other than one, two, three or six months in duration, whereupon the Administrative Agent shall give prompt notice to each applicable Lender with a Commitment of the relevant Tranche of such request and determine whether the requested borrowing in Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify Lead Borrower (which notice may be by telephone) whether or not the requested borrowing Interest Period that is other than one, two, three or six months in duration has been consented to by such Lenders or the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyAdministrative Agent, as applicable. Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing by or on behalf of Lead Borrower, in the form of Exhibit A-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of Lead Borrower to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made pursuant to such Borrowing, (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or, Refinancing Term Loans or Term B-1 Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Term Loans or LIBO Rate Term Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(v) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR LIBO Rate LoanTerm Loans, then the Interest Period to be initially applicable thereto and (vi) the account of the Borrowers into which the proceeds of such notice Term Loans shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder deposited or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderother wire instructions therefor. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt of each the Tranche specified in the respective Notice of Borrowing, the contents thereof and each notice of such proposed Borrowing, of such Lender’s proportionate share thereofthereof (determined in accordance with Section 2.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone telephonic notice promptly confirmed in writing which confirmation may be by fax) writing), in the form of a Notice of Revolving Borrowing attached hereto as EXHIBIT E, to the Administrative Agent not later than 11:00 A.M. 12:00 Noon (Cincinnati, Ohio time) on the same Business Day on the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyEurodollar Loans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, borrowed and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Eurodollar Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Eurodollar Loans are requested, the Interest Period(s) therefor; provided however, any Revolving Loan the proceeds of which will be applied to the payment of all or any portion of a Permitted Acquisition (an "Acquisition Borrowing") shall be and remain a Base Rate Loan or a Eurodollar Loan from the date thereof through conversion to an Acquisition Loan in accordance with Section 2.3 hereof. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Revolving Borrowing (1y) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Eurodollar Loan, then such notice shall be deemed to be a request for an Interest Period of one (1) month, or (2z) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate a Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of BorrowingRevolving Borrowing pursuant to this Section 2.1(b)(i), the contents thereof and each such Lender’s 's share thereofof any borrowing to be made pursuant thereto.

Notice of Borrowing. The Whenever a Borrower shall request a Revolving Loan borrowing by written notice desires to borrow revolving -------------------- loans under this Section 2.2 (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollarsthe Canadian Borrower, and on the third Business Day prior to the date of the requested borrowing "Canadian Revolving Loans" and, in the case of EURIBOR/LIBOR Rate Loans denominated the U.S. Borrowers, the "U.S. ------------------------- ---- Revolving Loans"), the applicable Borrower shall deliver to its applicable --------------- Lender a written request substantially in Dollarsthe form of Exhibit G-5 hereto (a "Notice of Borrowing") signed by an authorized officer of the applicable -------------------- Borrower, and no later than, (i) 10:00 a.m. (Local Time) on the fourth Business Day prior to the date of the requested borrowing Drawdown Date, in the case of Alternate requests for Prime Rate Loans or Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated (ii) 10:00 a.m. (Local Time) three (3) Business Days in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date advance of the requested borrowing Drawdown Date, in the case of requests for BA Equivalent Loans or LIBOR Loans. The Notice of Borrowing shall, with respect to any Loans requested, specify (i) the requested Drawdown Date (which shall be a Business Day), (Cii) the aggregate principal amount to be borrowedof the requested Loans and the currency thereof, and (Diii) whether the borrowing shall Loans requested are to be comprised of Alternate Prime Rate Loans, Base Rate Loans, EURIBOR/LIBOR Rate BA Equivalent Loans or a combination thereofLIBOR Loans, and (iv) if the requested Loans are to be BA Equivalent Loans or LIBOR Loans, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, requested Interest Period. In lieu of delivering the Interest Period(s) therefor. A form of above- described Notice of Borrowing the applicable Borrower may (if agreed with its applicable Lender) give its applicable Lender telephonic notice of such request by the required time; provided, however, that (if so agreed) such telephonic -------- ------- notice shall be confirmed in writing by delivery to its applicable Lender (A) promptly and on the same day of a “Notice telecopy of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such a Notice of Borrowing which has been signed by an authorized officer of such Borrower, and (1B) only if requested by its applicable Lender, promptly of a Notice of Borrowing containing the original signature of an authorized officer of such Borrower, mailed or delivered by such Borrower to the Agent on the date such notice is given. Unless otherwise agreed with its applicable Interest Period Lender, in the case event that the terms of a EURIBOR/LIBOR Rate Loanany confirmatory Notice of Borrowing referred to in the proviso contained in the immediately preceding sentence shall conflict with the telephonic notice with respect to which it was delivered, then the terms of such telephonic notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofgovern.

Notice of Borrowing. The Whenever the Borrower desires to incur Term Loans during the Funding Period, the Borrower shall request a Revolving Loan borrowing by give the Lenders prior to 12:00 noon (Cleveland, Ohio time), at least three (3) Business Days' prior written notice (or telephone telephonic notice promptly confirmed in writing which confirmation may writing) of a borrowing of LIBOR Loans to be by faxmade hereunder and, at least one (1) to the Administrative Agent not later than 11:00 A.M. on the same Business Day Day's prior written notice (or telephonic notice promptly confirmed in writing) of the requested a borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencybe made hereunder. Each such request for notice of borrowing shall be irrevocable and shall specify (Ai) that a Revolving Loan is requestedthe aggregate principal amount of Term Loans to be made pursuant to such borrowing, (Bii) the date of the requested borrowing Funding Date (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the respective borrowing shall be comprised consist of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof(to the extent permitted) LIBOR Loans and, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requestedLoans, the Interest Period(s) thereforPeriod to be initially applicable thereto. A form All borrowings of Notice Term Loans under this Agreement shall be incurred from the Lenders pro rata on the basis of Borrowing (their Term Loan Commitment; PROVIDED, that if a “Notice Lender defaults on its obligation to make Term Loans hereunder, the non-defaulting Lender shall not be relieved from its obligation to fulfill its funding commitments hereunder to the full extent of Borrowing”) is attached as Exhibit A. If the Borrower its Term Loan Commitment. No Lender shall fail be responsible for any default by any other Lender in its obligation to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice make Term Loans hereunder. Nothing herein shall be deemed to be relieve any Lender from its obligation to fulfill its funding commitments hereunder in an amount not in excess of its Term Loan Commitment or to prejudice any rights which the Borrower may have against any Lender as a request for an Interest Period result of one month, (2) the type of Revolving Loan requested, then any default by such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars Lender hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The When the Borrower desires the Swing Line Bank to make a Swing Line Loan, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) send to the Administrative Agent and the Swing Line Bank a Loan Request, which shall set forth the principal amount of the proposed Swing Line Loan and the date on which the proposed Swing Line Loan would mature (the "Swing Line Loan Maturity Date"), which shall in no event be later than the Maturity Date. Each such Loan Request must be received by the Swing Line Bank not later than 11:00 A.M. 12:00 p.m. (Boston time) on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyproposed borrowing. Each such request for borrowing Loan Request shall be irrevocable and binding on the Borrower and shall specify obligate the Borrower to borrow the Swing Line Loan from the Swing Line Bank on the proposed Drawdown Date thereof. Upon satisfaction of the applicable conditions set forth in this Agreement, on the proposed Drawdown Date the Swing Line Bank shall make the Swing Line Loan available to the Borrower no later than 3:00 p.m. (ABoston time) on the proposed Drawdown Date by crediting the amount of the Swing Line Loan to the Borrower's account maintained with LaSalle National Bank, Chicago, ABA #071-000-505, Account #22-2813-9 in xxx xxxx xx United Staxxx Xxxxxlar Corporation; provided that the Swing Line Bank shall not advance any Swing Line Loans after it has received notice from any Bank or the Administrative Agent that a Revolving Loan Default or Event of Default has occurred and stating that no new Swing Line Loans are to be made until such Default or Event of Default has been cured or waived in accordance with the provisions of this Credit Agreement. The Swing Line Bank shall not be obligated to make any Swing Line Loans at any time when any Bank is requesteda Delinquent Bank unless the Swing Line Bank has entered into arrangements satisfactory to it to eliminate the Swing Line Bank's risk with respect to such Delinquent Bank, (B) the date including by cash collateralizing such Delinquent Bank's Commitment Percentage of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount outstanding Swing Line Loans and any such additional Swing Line Loans to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofmade.

Notice of Borrowing. The (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall request give Agent a Revolving Loan borrowing Notice of Borrowing. Such notice must be received by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not no later than 11:00 A.M. 2:00 p.m. (i) on the same Business Day of the requested borrowing funding date, in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third (ii) at least three Business Day Days prior to the date of the requested borrowing funding date, in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and Loans. Notices received after 2:00 p.m. shall be deemed received on the fourth next Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyDay. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requestedthe amount of the Borrowing, (B) the requested funding date of the requested borrowing (which shall must be a Business Day), (C) whether the aggregate principal amount Borrowing is to be borrowedmade as Base Rate Loans or LIBOR Loans, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanLoans, then such notice the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified). (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product Obligations) shall be deemed to be a request for an Interest Period Base Rate Revolver Loans on the due date, in the amount of one monthsuch Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (2c) the type If Borrowers maintain any disbursement account with Agent or any Affiliate of Revolving Loan requestedAgent, then such notice presentation for payment of any Payment Item when there are insufficient funds to cover it shall be deemed to be a request for an Alternate a Base Rate Revolver Loan hereunder or (3) on the Currency date of such presentation, in the amount of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderPayment Item. The Administrative Agent shall give notice proceeds of such Revolver Loan may be disbursed directly to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofdisbursement account. 4.1.2.

Notice of Borrowing. The Whenever a Borrower desires that Lenders make DIP/Bridge Loans it shall request deliver to Agent a Revolving Loan borrowing by written notice Notice of Borrowing (or telephone notice promptly confirmed in writing which confirmation may be by fax1) to the Administrative Agent not no later than 11:00 A.M. on the same 12:00 Noon (London time) at least three Business Day Days in advance of the requested borrowing proposed Funding Date in the case of Alternate Base an Offshore Rate Loans denominated in Dollars, and on the third Loan or (2) no later than 12:00 Noon (New York time) at least one Business Day prior to the date in advance of the requested borrowing proposed Funding Date in the case of EURIBORa DIP/LIBOR Bridge Loan made as a Base Rate Loans denominated in DollarsLoan. Whenever a Borrower desires that DIP Swing Line Lender make a DIP Swing Line Loan, and it shall deliver to Agent a Notice of Borrowing no later than 1:30 P.M. (Chicago time) on the fourth Business Day prior to the date proposed Funding Date. The Notice of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and Borrowing shall specify (Ai) that a Revolving Loan is requestedthe Borrower, (Bii) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Ciii) the aggregate principal amount to be borrowedand Type of Loans requested, (iv) in the case of DIP Swing Line Loans and (D) whether any DIP Loans made on the borrowing Closing Date, that such Loans shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(v) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loanany DIP Loans not made on the Closing Date, then whether such notice Loans shall be deemed Base Rate Loans or Offshore Rate Loans, (vi) in the case of any DIP/Bridge Loans other than DIP Loans made after the Closing Date, that such Loans shall be Offshore Rate Loans, (vii) in the case of any DIP/Bridge Loans requested to be a request for an made as Offshore Rate Loans, the initial Interest Period of one monthrequested therefor, and (2viii) the type of Revolving Applicable Currency the Loan requested, then such notice shall be deemed is to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofmade in.

Notice of Borrowing. The With respect to any Swingline Borrowing, the Borrower or the applicable Qualified Borrower shall request a Revolving Loan borrowing by written give the Administrative Agent notice (or telephone notice promptly confirmed in writing which confirmation may shall be received by fax) to the Administrative Agent not later than (A) 11:00 A.M. a.m. (New York City time) on the same Business Day proposed date of the requested borrowing in the case of Alternate Base Rate Loans a Swingline Borrowing denominated in Dollars, and (B) 7:00 a.m. (London time) on the third Business Day prior to before the proposed date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans a Swingline Borrowing denominated in DollarsYen, and (C) 10:00 a.m. (London time) on the fourth Business Day prior to the proposed date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans a Swingline Borrowing denominated in any Alternative Currency. Each Euros (and confirmed by telephone by such request for borrowing shall be irrevocable and shall specify time), specifying (A1) that a Revolving Swingline Borrowing is being requested, (2) the amount of such Swingline Borrowing, and, if an Alternative Currency Swingline Loan is requested, the Alternative Currency being requested, (B3) the proposed date of the requested borrowing (such Swingline Borrowing, which shall be a Business Day)Day and (4) that no Potential Event of Default or Event of Default has occurred and is continuing both before and after giving effect to such Swingline Borrowing. Such notice shall be irrevocable. The Administrative Agent shall forward such notice to the other Swingline Lenders promptly upon receipt and in any event not later than (x) 1:00 p.m. (New York City time) on the proposed date of a Swingline Borrowing denominated in Dollars, (Cy) 9:00 a.m. (London time) on the aggregate principal amount Business Day before the proposed date of Swingline Borrowing denominated in Yen and (z) 12:00 p.m. (London time) on the proposed date of a Swingline Borrowing denominated in Euros. Each Swingline Lender with a Swingline Commitment for the requested currency shall make its ratable portion of the requested Swingline Loan (such ratable portion to be borrowed, and (Dcalculated based upon the ratio of such Swingline Lender’s Swingline Commitment for such currency to the total Swingline Commitments for such currency of all of the Swingline Lenders) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If available to the Borrower shall fail by means of a credit to specify in any an account of the Borrower with the Administrative Agent designated for such Notice of Borrowing purpose (1) an applicable Interest Period or, in the case of a EURIBOR/LIBOR Rate Swingline Loan made to finance a Reimbursement Obligation as provided in Section 3.1(d), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. The failure of any Swingline Lender to make its ratable portion of a Swingline Loan shall not relieve any other Swingline Lender of its obligation hereunder to make its ratable portion of such Swingline Loan on the date of such Swingline Loan, then such notice but no Swingline Lender shall be deemed responsible for the failure of any other Swingline Lender to make the ratable portion of a Swingline Loan to be a request for an Interest Period made by such other Swingline Lender on the date of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofany Swingline Loan.

Notice of Borrowing. The (a) Whenever a Borrower desires to make a Borrowing of Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), an Authorized Officer of such Borrower shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office at least one Business Day's prior written notice (or telephone telephonic notice promptly confirmed in writing which confirmation may be by faxwriting) to the Administrative Agent not later than 11:00 A.M. on the same Business Day notice of the requested borrowing in the case of Alternate each Base Rate Loans denominated Loan and at least three Business Days' prior written (or telephonic notice promptly confirmed in Dollarswriting) notice of each Euro Rate Loan to be made hereunder, and provided that any such notice shall be deemed to have been given on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and a certain day only if given before 2:00 P.M. (New York time) on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencysuch day. Each such request for borrowing written notice or written confirmation of telephonic notice (each, a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall specify be given by or on behalf of the respective Borrower in the form of Exhibit A-1, appropriately completed to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Loans to be made pursuant to such Borrowing (stated in the relevant currency), (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing respective Borrowing shall be comprised consist of Alternate Base Rate Tranche A Term Loans, EURIBOR/LIBOR Rate Tranche B Term Loans, Multicurrency Facility Revolving Loans, U.S. Borrower Dollar Facility Revolving Loans or a combination thereofBermuda Borrower Dollar Facility Revolving Loans, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(iv) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanDollar Denominated Loans, then whether the Dollar Denominated Loans being made pursuant to such notice shall be deemed Borrowing are to be a request for an initially maintained as Base Rate Loans or Eurodollar Loans and (v) in the case of Euro Rate Loans, the initial Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderapplicable thereto. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt which is required to make Loans of each the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing, of such Lender's proportionate share thereof (determined in accordance with Section 1.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Whenever Borrower desires to borrow, Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) provide to the Administrative Agent not Bank at 000 Xxxxxxx Xxxxxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, Attention Xxxxxxx Xxxx, or to such other persons or entities as Bank may designate, an original Notice of Borrowing. Such Notice of Borrowing shall be provided by no later than 11:00 A.M. on the same (San Jose, California time) for each Revolving Loan requested and not less than two (2) nor more than five (5) Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the date noticed Funding Date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencyeach such Revolving Loan. Each such request for borrowing shall be irrevocable and Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing Funding Date (which shall be a Business Day)) in respect of the Revolving Loan, (B) the amount of the proposed Revolving Loan, (C) the aggregate principal amount deposit account number of Borrower with Bank to which the funds are to be borroweddirected, and (D) whether the borrowing shall be comprised proposed use of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) thereforsuch Revolving Loan. A form of Any Notice of Borrowing shall be irrevocable. At the time of execution of this Agreement and as a condition to the Bank’s obligations hereunder, Borrower shall provide the Bank with written documentation satisfactory to the Bank specifying the names of those employees, officers or agents of Borrower authorized by Borrower to execute and submit Notices of Borrowing to the Bank (a “Notice of BorrowingAuthorized Agent”) is attached as Exhibit A. If and a signature exemplar of each such Authorized Agent, and the Bank shall be entitled to rely on such documentation until notified in writing by Borrower shall fail of any change(s) of the persons so authorized. Borrower agrees to specify indemnify, defend and hold the Bank harmless from and against any and all liabilities, out of pocket costs (including but not limited to reasonable out of pocket attorneys’ fees), claims, damages and demands arising from or related to Bank’s acceptance of instructions in any such Notice of Borrowing (1) executed and submitted an applicable Interest Period in Authorized Agent, unless caused by the case gross negligence or willful misconduct of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed the Person to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofindemnified.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by faxfacsimile) to the Administrative Agent not later than 11:00 A.M. on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereofthereof (but in no event later than 5:00 P.M. on the date such Notice of Borrowing is received by the Administrative Agent).

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. 1:00 p.m. (Charlotte, North Carolina time) on the same Business Day date of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollarsand LIBOR Market Index Rate Loans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or LIBOR Market Index Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. Schedule 2.1(b)(i). If the Borrower shall fail to specify in any such Notice of Borrowing (1I) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base a LIBOR Market Index Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof. LIBOR Rate Loans shall not be available hereunder until three (3) Business Days after the Closing Date.

Notice of Borrowing. The (a) Whenever the Borrower desires to incur (x) LIBOR Loans hereunder, the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. at the Notice Office at least three (3) Business Days’ prior notice of each LIBOR Loan to be incurred hereunder, (y) Alternate Currency Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least four (4) Business Days’ prior notice of each Alternate Currency Loan hereunder, and (z) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office notice of each Base Rate Loan to be incurred hereunder on the same Business Day date of the requested borrowing such Borrowing; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. (New York City time) on such day (10:00 A.M. (New York City time) in the case of Alternate a Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoan). Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit F, appropriately completed to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing Loans being incurred pursuant to such Borrowing shall be comprised of Alternate Base Rate constitute Replacement Term B-1 Loans, EURIBOR/LIBOR Rate Replacement Term B-2 Loans or a combination thereofRevolving Loans, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(iv) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanRevolving Loans, then whether such notice shall Revolving Loans will be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars or an Alternate Currency (and if an Alternate Currency, which Alternate Currency), (v) whether any Dollar Denominated Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto and (vi) in the case of Alternate Currency Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt that is required to make Loans of each the Tranche specified in the respective Notice of Borrowing, the contents thereof and each notice of such proposed Borrowing, of such Lender’s proportionate share thereofthereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The (a) Whenever a Borrower desires to make a Borrowing of Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), an Authorized Officer of such Borrower shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office at least one Business Day's prior written notice (or telephone telephonic notice promptly confirmed in writing which confirmation may be by faxwriting) to the Administrative Agent not later than 11:00 A.M. on the same Business Day notice of the requested borrowing in the case of Alternate each Base Rate Loans denominated Loan, at least three Business Days' prior written (or telephonic notice promptly confirmed in Dollarswriting) notice of each Eurodollar Rate Loan to be made in Dollars and at least three Business Days' prior written (or telephonic notice promptly confirmed in writing) notice of each Euro Rate Loan to be made in Euros hereunder, and provided that any such notice shall be deemed to have been given on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and a certain day only if given before 12:00 P.M. (New York time) on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencysuch day. Each such request for borrowing written notice or written confirmation of telephonic notice (each, a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall specify be given by or on behalf of the respective Borrower in the form of Exhibit A-1, appropriately completed to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Loans to be made pursuant to such Borrowing (stated in the relevant Available Currency), (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing respective Borrowing shall be comprised consist of Alternate Base Rate U.S. Borrower Term Loans, EURIBOR/LIBOR Rate European Borrower Dollar Term Loans, European Borrower Euro Term Loans, U.S. Borrower Multicurrency Facility Revolving Loans or a combination thereofEuropean Borrower Multicurrency Facility Revolving Loans, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(iv) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanDollar Denominated Loans, then whether the Dollar Denominated Loans being made pursuant to such notice shall be deemed Borrowing are to be a request for an initially maintained as Base Rate Loans or Eurodollar Loans and (v) in the case of Euro Rate Loans, the initial Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderapplicable thereto. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt which is required to make Loans of each the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing, of such Lender's proportionate share thereof (determined in accordance with Section 1.07) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing, the contents thereof and each such Lender’s share thereof.

Notice of Borrowing. The Borrower Company, for itself or another Domestic Borrower, shall request a U.S. Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. (x) on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and (y) on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a U.S. Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (DE) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and (F) if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefortherefor and (G) the applicable Borrower. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower Company shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder hereunder, or (3) the Currency of the Revolving Loan requestedapplicable Borrower(s), then such notice shall be deemed to be a request by for a Loan to the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderCompany. The Administrative Agent shall give notice to each U.S. Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such U.S. Revolving Lender’s 's share thereof.

Notice of Borrowing. The Borrower may request any type of Disbursement by providing a duly completed Notice of Borrowing, together with related documentation required by the Utilization and Disbursement Procedures, with respect to each such Disbursement to the Facility Agent, at least twenty (20) Business Days prior to the applicable Requested Drawdown Date; provided, however, that in the case of (i) the initial Notice of Borrowing delivered in connection with the initial Disbursement under each Guaranteed Credit, the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent Disbursement under this Agreement of not later less than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, US$5,000,000; and (Dii) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of each Notice of Borrowing (a “other than the Notice of Borrowing issued in connection with the final Disbursement under each Guaranteed Credit) other than such initial Notices of Borrowing”) is attached as Exhibit A. If , the Borrower shall fail to specify in any such request a Disbursement under this Agreement of not less than US$1,000,000. Each Notice of Borrowing shall include as attachments (1A) an applicable Interest Period all certificates and documentation required thereby (including any certifications, documents or other items necessary to establish the satisfaction of the conditions set forth herein), and (B) a Disbursement Certificate substantially in the case form of a EURIBOR/LIBOR Rate LoanExhibit B, then such notice shall be deemed to be a request for dated as of the corresponding Requested Drawdown Date and signed by an Interest Period Authorized Officer of one monththe Borrower; provided, (2) however, that the type of Revolving Loan requested, then such notice certificates and documentation required under Section 6.01 in connection with the initial Disbursement under the Tranche A Guaranteed Credit shall not be deemed required to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency attached to any subsequent Notice of Borrowing delivered in connection with any subsequent Disbursement, unless this Agreement specifically contemplates otherwise pursuant to Sections 6.02 through 6.04. Upon receipt of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof Facility Agent must promptly notify the Asset Management Division and each such Lender’s share thereofthe Lender of the details of the requested Disbursement and the amount of the requested Disbursement. If the Requested Drawdown Date is not a Business Day, the Disbursement will be made either (i) on the next Business Day or (ii) if the next Business Day occurs after the Final Disbursement Date, on the immediately preceding Business Day.

Notice of Borrowing. The Whenever the Borrowers desire to make a Borrowing of Term Loans hereunder, Lead Borrower shall request a Revolving Loan borrowing by give the Administrative Agent at its Notice Office at least one Business Day’s prior written notice (or telephone telephonic notice promptly confirmed in writing which confirmation writing) of each Borrowing of Base Rate Term Loans to be made hereunder and at least threetwo Business Days’ (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) prior written notice (or telephonic notice promptly confirmed in writing) of each LIBO RateTerm SOFR Term Loan to be made hereunder; provided that (a) in each case, any such notice shall be deemed to have been given on a certain day only if given, with respect to Base Rate Term Loans, before 12:00 Noon (New York City time) on such day (oror, with respect to Term SOFR Term Loans, before 11:00 a.m. (New York City time) on such day (or, in each case, such later time as the Administrative Agent shall agree in it its sole and absolute discretion), (b) in any event, any such notice with respect to Initial Term Loans to be incurred on the First Restatement Effective Date may be given (including in the case of any LIBO Raterate Borrowing) one Business Day prior to the First Restatement Effective Date and (c) that if the Borrowers wish to request LIBO RateTerm SOFR Term Loans having an Interest Period other than one, two, three or six months in duration, or less than one month in duration with the consent of the Administrative Agent, in each case as provided in the definition of “Interest Period,” the applicable notice must be received by fax) to the Administrative Agent not later than 11:00 A.M. on the same a.m., four Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Days prior to the requested date of such Borrowing, conversion or continuation, in each case, having an Interest Period other than one, two, three or six months in duration, whereupon the Administrative Agent shall give prompt notice to each applicable Lender with a Commitment of the relevant Tranche of such request and determine whether the requested borrowing in Interest Period is acceptable to all of them. Not later than 11:00 a.m., threetwo Business Days before the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify Lead Borrower (which notice may be by telephone) whether or not the requested borrowing Interest Period that is other than one, two, three or six months in duration has been consented to by such Lenders and/or the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyAdministrative Agent, as applicable. Each such request for borrowing notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall specify be in writing, or by telephone promptly confirmed in writing by or on behalf of Lead Borrower, in the form of Exhibit A-1 or such other form as may be approved by the Administrative Agent including any form on an electronic platform or electronic transmission as shall be approved by the Administrative Agent, appropriately completed by a Responsible Officer of Lead Borrower to specify: (Ai) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made pursuant to such Borrowing, (Bii) the date of the requested borrowing such Borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (Diii) whether the borrowing respective Borrowing shall consist of Initial Term Loans, Incremental Term Loans or Refinancing Term Loans, (iv) whether the Term Loans being made pursuant to such Borrowing are to be comprised of Alternate initially maintained as Base Rate Term Loans or LIBO RateTerm SOFR Term Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(v) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanLIBO RateTerm SOFR Term Loans, then the Interest Period to be initially applicable thereto and (vi) the account of the Borrowers into which the proceeds of such notice Term Loans shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder deposited or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderother wire instructions therefor. The Administrative Agent shall promptly give notice to each Lender promptly upon receipt of each the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Xxxxxx’s proportionate share thereof (determined in accordance with Section 2.07) and of the contents thereof and each such Lender’s share thereofother matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. The When any Borrower desires to borrow under this Section 2.02, the Company shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing (with a copy to First Chicago London, in the case of Alternate Base Rate Loans denominated in Dollarsa Borrowing of Multicurrency Loans) an irrevocable Notice of Borrowing, and signed by it, (x) on the third Business Day prior to the date of the requested borrowing Effective Date, in the case of EURIBOR/LIBOR Rate a Borrowing of Revolving Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing Effective Date and (y) no later than 11:00 a.m. (Chicago time) (or 2:00 p.m. (London time) in the case of Alternate a Borrowing of Multicurrency Loans) (I) on the Business Day immediately preceding the proposed Funding Date, in the case of a Borrowing of Base Rate Loans or EURIBOR/LIBOR after the Effective Date and (II) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurocurrency Rate Loans denominated in any Alternative Currencyafter the Effective Date. Each such request for borrowing shall be irrevocable and Such Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount to be borrowedand currency of the proposed Borrowing, and (Diii) the Revolving Credit Availability as of the date of such Notice of Borrowing, (iv) whether the borrowing shall proposed Borrowing will be comprised of Alternate Base Rate Loans or Eurocurrency Rate Loans (it being understood and agreed that no Multicurrency Loans may be made as Base Rate Loans), EURIBOR/LIBOR (v) in the case of Eurocurrency Rate Loans or a combination thereofLoans, the Currency thereforrequested Eurocurrency Interest Period, (vi) the Borrower making such Borrowing, (vii) instructions for the disbursement of the proceeds of the proposed Borrowing and if EURIBOR/LIBOR Rate Loans are requested, (viii) whether the Interest Period(s) thereforproposed Borrowing will be used for the purpose of consummating a Permitted Acquisition. A form In lieu of delivering such a Notice of Borrowing (except with respect to a “Notice of Borrowing”) is attached as Exhibit A. If Borrowing on the Borrower Effective Date), the Company shall fail to specify in any such Notice of Borrowing give the Administrative Agent (1) an applicable Interest Period and First Chicago London, in the case of a EURIBOR/LIBOR Rate LoanBorrowing of Multicurrency Loans) irrevocable telephonic notice of any proposed Borrowing by the time required under this Section 2.02(b), then and shall confirm such notice by delivery of the Notice of Borrowing by telecopy to the Administrative Agent (with a copy to First Chicago London, in the case of a Borrowing of Multicurrency Loans) promptly, but in no event later than 4:00 p.m. (Chicago time) on the same day. Any Notice of Borrowing delivered in connection with a Permitted Acquisition shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request accompanied by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice Officer's Certificate required pursuant to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofSection 8.17(b).

Notice of Borrowing. The (a) Whenever Borrowers desire funding of a Borrowing of any Loans, Borrower Agent shall request give Agent a Revolving Loan borrowing Notice of Borrowing. Such notice must be received by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not no later than 11:00 A.M. 1:00 p.m. (i) on the same Business Day of the requested borrowing funding date, in the case of Base Rate Loans, (ii) at least two Business Days prior to the requested funding date, in the case of LIBOR and Daily SOFR Loans (other than Alternate Swingline Loans), and (iiiii ) at least three Business Days prior to the requested funding date, in the case of Alternate Base Rate Loans denominated in Dollars, and Swingline Loans. Notices received after 1:00 p.m. shall be deemed received on the third next Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyDay. Each such request for borrowing Notice of Borrowing (including any telephonic notice thereof, any notice given via electronic mail and any notice submitted through Agent’s website) shall be irrevocable and shall specify (A) that a Revolving Loan is requestedthe principal amount of the Borrowing, (B) the requested funding date of the requested borrowing (which shall must be a Business Day), (C) whether the aggregate Borrowing is of Revolver Loans or FILO Loans; provided that such Borrowing shall be Revolver Loans unless the outstanding principal amount of FILO Loans is less than the FILO Maximum Amount, in which case up to an amount equal to the FILO Maximum Amount minus the outstanding principal amount of FILO Loans of such Loans shall be borrowedFILO Loans, and the remaining amount of such Loans shall be Revolver Loans, (D) whether the borrowing shall Borrowing is to be comprised of Alternate made as Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereofLIBORDaily SOFR Loans, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s(E) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate LoanLoans, then such notice the duration of the applicable Interest Period (which shall be deemed to be a request for an Interest Period of one month30 days if not specified), (2F) the type of Revolving whether such Loan requestedis a General Revolver Loan or a Distribution Revolver Loan, then and (GF) if such notice shall be deemed Loan is to be a request for General Revolver Loan and is to be funded as a Swingline Loan in an Alternate Base Rate Currency, the Alternate Currency in which such Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed is to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowingfunded (and, if applicable, the contents thereof and each Interest Period applicable to such Lender’s share thereofAlternate Swingline Loan).

Notice of Borrowing. The When the Borrower or RMOP desires to borrow under this Section 2.1, the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not a Notice of Borrowing, signed by it (x) no later than 11:00 A.M. 12:00 noon (New York time) on the same Business Day of immediately preceding the requested borrowing proposed Funding Date, in the case of Alternate a Borrowing of Base Rate Loans denominated and (y) no later than 11:00 a.m. (New York time) at least three (3) Business Days in Dollars, and on the third Business Day prior to the date advance of the requested borrowing proposed Funding Date, in the case of EURIBOR/LIBOR a Borrowing of Eurodollar Rate Loans denominated in DollarsLoans; provided, and on the fourth however, that no more than two (2) Borrowings may be made within any five (5) Business Day prior to the date period. Such Notice of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the amount of the proposed Borrowing, (iii) the Credit Availability as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (v) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period, (vi) instructions for the disbursement of the proceeds of the proposed Borrowing, (vii) an Officer's Certificate of the Borrower with respect to compliance with (including calculation thereof) Sections 10.11(a) and 10.11(e), (viii) whether the Base Rate Loans and/or Eurodollar Rate Loans shall be attributable to the Borrower or RMOP, and if attributable in part to each, the portions attributable to the Borrower or RMOP, (ix) the aggregate principal amount of the Loans as well as the loans pursuant to be borrowedthe Revolving Credit Agreement, outstanding and attributable to RMOP, and (Dx) whether the borrowing that no Event of Default shall have occurred and be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) thereforoutstanding. A form of Any Notice of Borrowing (a “Notice of Borrowing”or telephonic notice in lieu thereof) is attached as Exhibit A. If the Borrower shall fail given pursuant to specify in any such Notice of Borrowing (1this Section 2.1(b) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofirrevocable.

Notice of Borrowing. The (1) Whenever RMC, Hutch, NWR, Willow or RML desires to borrow Revolving Loans under Section 2.2 such Borrower shall deliver to the Agent a written request substantially in the form of Exhibit D-1 hereto (a "Revolving Loan borrowing Notice of Borrowing") signed by written notice (an authorized officer or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not employee of such Borrower, no later than 11:00 A.M. (A) 10:00 a.m. (Chicago, Illinois time) on the same Business Day of the requested borrowing Funding Date, in the case of Alternate Base requests for Reference Rate Loans denominated Loans, or (B) 10:00 a.m. (Chicago, Illinois time) three (3) Business Days in Dollars, and on the third Business Day prior to the date advance of the requested borrowing Funding Date, in the case of EURIBOR/requests for LIBOR Rate Loans. The Revolving Loan Notice of Borrowing shall contain a certification by an authorized officer or employee that the requested Revolving Loans denominated in Dollars, and on the fourth Business Day prior would be permitted to the date be made pursuant to Section 4.11 of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable Senior Subordinated Note Indenture, and shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount of the requested Revolving Loans, (iii) whether the Revolving Loans requested are to be borrowedReference Rate Loans or LIBOR Loans, (iv) if the requested Revolving Loans are to be LIBOR Loans, the requested Interest Period, and (Dv) whether the borrowing account to which the proceeds of such Revolving Loans are to be transferred, which account shall be comprised one of Alternate Base the accounts specified by the Borrowers pursuant to the first sentence of Section 2.4(b). With respect to any request for Revolving Loans which shall be Reference Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, in lieu of delivering the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of above-described Revolving Loan Notice of Borrowing the applicable Borrower may give the Agent telephonic notice of such request by the required time; provided, however, that such telephonic notice shall be confirmed in writing by delivery to the Agent (a) immediately of a “Notice telecopy of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such a Revolving Loan Notice of Borrowing (1) which has been signed by an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder authorized officer or (3) the Currency employee of the Revolving Loan requestedapplicable Borrower, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.and

Notice of Borrowing. The When the Borrower desires to borrow under this SECTION 2.03, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not a Notice of Borrowing, signed by it, no later than 11:00 A.M. a.m. (New York time) on the same fifth (5th) Business Day immediately preceding the proposed Funding Date. Such Notice of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount to be borrowedof the proposed Borrowing, (iii) the Revolving Credit Availability and the Acquisition Loan Availability as of the date of such Notice of Borrowing, and (Div) whether instructions for disbursement of the borrowing shall be comprised proceeds of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) thereforsuch proposed Borrowing. A form of Any Notice of Borrowing (a “Notice of Borrowing”given pursuant to this SECTION 2.03(b) is attached as Exhibit A. If shall be irrevocable unless the Borrower shall fail informs the Agent by telecopy or other writing no later than the proposed Funding Date that the Permitted Acquisition with respect to specify in any which such Notice of Borrowing applies will not or has not closed on the proposed Funding Date and thereby withdraws such Notice of Borrowing, in which event Agent shall promptly notify the Revolving Lenders by telecopy, or other similar form of transmission, of Borrower's withdrawal of such Notice of Borrowing and, (1A) an if the Revolving Lenders have not theretofore deposited their respective Revolving Credit Pro Rata Share of the requested Loans with the Agent, the Revolving Lenders shall thereupon have no obligation to make any Loan under such Notice of Borrowing, (B) if the Revolving Lenders have theretofore deposited their respective Revolving Credit Pro Rata Share of the requested Loans with the Agent and the Agent has not yet made the requested Loans available to the Borrower, the Agent shall thereupon return the amount deposited by each Revolving Lender in connection with such requested Loans to the respective Revolving Lenders, and (C) if the requested Loans have been disbursed to the Borrower, the Borrower shall repay such Loans by no later than the Business Day immediately succeeding the Business Day on which such Loans were disbursed, whereupon the Acquisition Subfacility shall be deemed undrawn to the extent of the Loans so repaid. In the event either CLAUSE (B) or CLAUSE (C) above are applicable, the Borrower shall reimburse the Agent and Lenders for any expenses incurred by them in connection therewith, shall pay all amounts chargeable under the provisions of ARTICLE XIV, and shall pay all interest accrued with respect to such Loans at the rate applicable Interest Period thereto, (X) in the case of a EURIBOR/LIBOR Rate LoanCLAUSE (B), then on the Business Day immediately following the date on which such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency withdrawal of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each related Notice of BorrowingBorrowing is delivered and (Y) in the case of CLAUSE (C), on the contents thereof date such Loans are due and each such Lender’s share thereofpayable as aforesaid.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by faxwriting) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and 1:00 P.M. on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, Dollars and 1:00 P.M. on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/all LIBOR Rate Loans denominated in any Alternative Foreign Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the currency and the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefortherefore and currency therefor and (E) whether Hyatt or the Foreign Borrower is the Borrower of such Loan. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or hereunder, (3) the Currency currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate a Revolving Loan denominated in Dollars hereunderor (4) whether Hyatt or the Foreign Borrower is the Borrower of such Loan, then the Borrower of such Loan shall be deemed to be Hyatt. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of BorrowingBorrowing pursuant to this Section 2.1(b)(i), the contents thereof and each such Lender’s share thereofof any borrowing to be made pursuant thereto.

Notice of Borrowing. The For each requested Term Loan, Borrower shall request a Revolving Loan borrowing by written give Agent prior notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If specifying the date of a requested borrowing (which must be a Business Day) and the amount thereof. Each Notice of Borrowing shall be in writing and shall be signed by a duly authorized representative of Borrower. Borrower shall fail provide Agent a list of persons authorized to specify sign Notices of Borrowing on behalf of Borrower together with specimen signatures of such persons. Borrower may modify such list of authorized signers from time to time by giving written notice of such modification to Agent and shall promptly notify Agent in writing if any person on such list ceases to be such an authorized signer. Until Agent receives written notice from Borrower to the contrary, Agent shall be entitled to treat as authentic and duly authorized any Notice of Borrowing that purports to be signed by any person on the then-current list of authorized signers. Except as otherwise required in Section 2.5(b) with respect to Eurodollar Loans, Borrower may give a Notice of Borrowing prior to 11:00 a.m. (Seattle time) on the Business Day immediately preceding the Business Day that Borrower requests that the Term Loan be made. Each Notice of Borrowing shall be irrevocable and shall be deemed to constitute a representation and warranty by Borrower that, as of the date of such notice, (a) the statements set forth in Article 4 are true and correct, (b) no Default or Event of Default has occurred and is continuing or will result from disbursement of the requested Term Loan, and (c) the person signing such Notice of Borrowing (1) is duly authorized to do so. Each Term Loan requested by Borrower under this Section 2.2 shall be in an applicable Interest Period in the case amount of not less than $50,000,000. On receipt of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, Agent shall promptly notify each Lender by telephone, telex or telefax of the contents thereof and each date of the applicable Term Loan. Each Lender shall before 1:00 p.m. (Seattle time) on the date of the applicable Term Loan, pay such Lender’s share thereofPro Rata Share of the aggregate principal amount of the applicable Term Loan in immediately available funds to Agent at its Credit Services department, Concord, California. Upon receipt of funds from the Lenders, the Agent will promptly make the proceeds of such Term Loan available to the Borrower by depositing them to Borrower’s Bank Account and any funds so deposited shall be presumed to be for the benefit of Borrower. Borrower hereby irrevocably authorizes and directs Revolving Loan Agent to immediately withdraw the proceeds of each Term Loan from Borrower’s Bank Account and disburse such proceeds to the Revolving Facility Lenders to reduce the aggregate outstanding principal amount of all Revolving Loans.

Notice of Borrowing. The When the Borrower desires to borrow under this Section 2.1, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not a Notice of Borrowing, signed by it (i) no later than 11:00 A.M. a.m. (New York time) on the same Business Day of immediately preceding the requested borrowing proposed Funding Date, in the case of Alternate a Borrowing 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 proposed Funding Date, in the case of a Borrowing of Eurocurrency Rate Loans denominated in Dollars, and on the third (iii) no later than 11:00 a.m. (New York time) at least four (4) Business Day prior to the date Days in advance of the requested borrowing proposed Funding Date, in the case of EURIBOR/LIBOR a Borrowing of Eurocurrency Rate Loans denominated in Dollars, an Optional Currency and (iv) no later than 10:00 a.m. (New York time) on the fourth Business Day prior to the date of the requested borrowing proposed Funding Date, in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currencya Borrowing of Swing Loans. Each such request for borrowing shall be irrevocable and Such Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal type and amount to of the proposed Borrowing in the requested currency, (iii) the Revolving Credit Tranche A Availability, or Revolving Credit Tranche B Availability, as and if applicable, as of the date of such Notice of Borrowing, (iv) whether the proposed Borrowing will be borrowedof Base Rate Loans or Eurocurrency Rate Loans, (v) in the case of Eurocurrency Revolving Credit Loans, the currency of the requested Loan and whether it is a Loan using the LIBOR Rate, the EURIBOR Rate or the International Eurocurrency Rate, (vi) in the case of Eurocurrency Rate Loans, the requested Interest Period, and (Dvii) whether instructions for the borrowing shall be comprised disbursement of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or the proceeds of the proposed Borrowing. In lieu of delivering such a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (except with respect to a “Borrowing of 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(e), if the Borrower confirms such notice by delivery of the Notice of Borrowing”Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event later than 12:00 noon (New York time) is attached as Exhibit A. If on the Borrower shall fail to specify in any such same day. Any Notice of Borrowing (1or telephonic notice in lieu thereof, when properly confirmed in accordance with this Section 2.1(e)) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice given pursuant to this Section 2.1(e) shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofirrevocable.

Notice of Borrowing. The Borrower Whenever Company desires that Lenders make Revolving Loans under subsection 2.1A, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) deliver to the Administrative Agent not a Notice of Borrowing no later than 11:00 A.M. 12:00 Noon (New York time) on the same Business Day of the requested borrowing proposed Funding Date in the case of Alternate Base Rate Loans denominated to be made on a Bid Rate Loan Shortfall Date in Dollars, and on an aggregate amount not to exceed the third applicable Bid Rate Loan Shortfall Amount or at least one Business Day prior to the date in advance of the requested borrowing proposed Funding Date in the case of EURIBOR/LIBOR any other Base Rate Loans denominated Loan or three Business Days in Dollars, and on the fourth Business Day prior to the date advance of the requested borrowing proposed Funding Date in the case of Alternate Base a Eurodollar Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoan. Each such request for borrowing shall be irrevocable and The Notice of Borrowing shall specify (A) that a Revolving Loan is requested, (Bi) the date of the requested borrowing proposed Funding Date (which shall be a Business Day), (Cii) the aggregate principal amount of the proposed Loans; provided that in the case of a Notice of Borrowing delivered on a Bid Rate Loan Shortfall Date requesting Base Rate Loans to be borrowedmade as Revolving Loans on such Bid Rate Loan Shortfall Date, and the amount of such proposed Revolving Loans may not exceed the Bid Rate Loan Shortfall Amount in respect of such Bid Rate Loan Shortfall Date, (Diii) whether the borrowing shall be comprised such Revolving Loans are initially to consist of Alternate Base Rate Loans, EURIBOR/LIBOR Loans or Eurodollar Rate Loans or a combination thereof, and (iv) if such Revolving Loans, or any portion thereof, are initially to be Eurodollar Rate Loans, the Currency amounts thereof and the initial Interest Periods therefor; and such Notice of Borrowing shall further certify that subsection 3.2B is satisfied on and as of that Funding Date; provided that the minimum amount of Eurodollar Rate Loans with a particular Interest Period included as a portion of any such combination, if any, shall be $10,000,000 and integral multiples of $1,000,000 in excess of that amount. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or prior to the Funding Date of the requested Revolving Loans. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above which Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1C and upon funding of Revolving Loans by any Lender in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected Revolving Loans hereunder. Except as provided in subsection 2.6D, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and if EURIBOR/LIBOR Company shall be bound to make a borrowing in accordance therewith, unless Company pays to Lenders such amounts as may be due under subsection 2.6E for failure of a borrowing of a Eurodollar Rate Loans are requested, Loan to occur on the Interest Period(s) therefor. A form of date specified therefor in a Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify or telephonic notice in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share lieu thereof).

Notice of Borrowing. The Borrower Each Borrowing, each conversion of Loans from one Type to the otherBase Rate Loans to Term SOFR Loans, each conversion of Term SOFR Loans to Base Rate Loans, and each continuation of a LIBOR RateTerm SOFR Loan or an Alternative Currency Term Rate Loan shall request a Revolving Loan borrowing by written be made upon the Borrower’s irrevocable notice (or telephone notice promptly confirmed in writing to the Administrative Agent, which confirmation may be given by: (i) telephone or (ii) a Loan Notice; provided, that, any telephonic notice must be confirmed immediately by fax) delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing (i) in the case of Alternate Base LIBOR Rate Loans denominated in DollarsLoans, and on the third 1:00 p.m. three(i) two Business Day DayDays prior to the requested date of the requested borrowing any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of LIBOR RateTerm SOFR Loans to Base Rate Loans, (ii) in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Currency Loans, EURIBOR/LIBOR Rate Loans 1:00 p.m. three Business Days (or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period five Business Days in the case of a EURIBOR/LIBOR Special Notice Currency) prior to the requested date of any Borrowing or, in the case ofof Alternative Currency Loans or any continuation of any Alternative Currency Term Rate LoanLoans, then such notice shall be deemed any continuation, and (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that, if the Borrower wishes to be a request for LIBORTerm SOFR Loans or Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of one month, (2) “Interest Period,” the type of Revolving Loan requested, then such applicable notice shall must be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request received by the Initial Borrower for an Alternate Base Administrative Agent not later than 1:00 p.m. five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of LIBORTerm SOFR Loans or Alternative Currency Term Rate Loan denominated in Dollars hereunder. The Loans, as applicable, whereupon the Administrative Agent shall give prompt notice to each Lender promptly upon receipt the Lenders of each such request and determine whether the requested Interest Period is acceptable to all of them. Not, and, not later than 1:00 p.m., four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of LIBORTerm SOFR Loans or Alternative Currency Term Rate Loans, as applicable, the contents thereof and each such Lender’s share thereof.Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the CHAR1\1806478v11CHAR1\1928004v5

Notice of Borrowing. The 52 AmericasActive:19586302.10 (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall request give Agent a Revolving Loan borrowing Notice of Borrowing. Such notice must be received by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not no later than 11:00 A.M. 12:00 noon (i) on the same Business Day of the requested borrowing funding date, in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third (ii) at least two Business Day Days prior to the date of the requested borrowing funding date, in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and Term SOFR Loans. Notices received after 12:00 noon shall be deemed received on the fourth next Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyDay. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requestedthe amount of the Borrowing, (B) the requested funding date of the requested borrowing (which shall must be a Business Day), (C) whether the aggregate principal amount Borrowing is to be borrowedmade as Base Rate Loans or Term SOFR Loans, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Term SOFR Loans, the duration of the applicable Interest Period (which shall be deemed to be one month if not specified). (b) Unless payment is otherwise timely made by Obligors (when due) any Obligations (whether principal, interest, fees or other charges, including any Swingline Loan, then such notice Overadvance, Protective Advance, Extraordinary Expenses and LC Obligations but excluding Cash Collateral and Secured Bank Product Obligations) shall be deemed to be a request for an Interest Period Base Rate Loans on the due date, in the amount of one monthsuch Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates. (2c) the type If Borrowers maintain any disbursement account with Agent or any Affiliate of Revolving Loan requestedAgent, then such notice presentation for payment of any Payment Item when there are insufficient funds to cover it shall be deemed to be a request for an Alternate a Base Rate Loan hereunder or (3) on the Currency date of such presentation, in the amount of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunderPayment Item. The Administrative Agent shall give notice proceeds of such Revolver Loan may be disbursed directly to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofdisbursement account. 4.1.2.

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by faxwriting) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and 1:00 P.M. on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR LIBOREurocurrency Rate Loans denominated in Dollars, Dollars and 1:00 P.M. on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR all LIBOREurocurrency Rate Loans denominated in any Alternative Foreign Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the currency and the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR LIBOREurocurrency Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR LIBOREurocurrency Rate Loans are requested, the Interest Period(s) therefortherefore and currency therefor and (E) whether Hyatt or the Foreign Borrower is the Borrower of such Loan. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR LIBOREurocurrency Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Alternatea Base Rate Loan hereunder or hereunder, (3) the Currency currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate a Revolving Loan denominated in Dollars hereunderor (4) whether Hyatt or the Foreign Borrower is the Borrower of such Loan, then the Borrower of such Loan shall be deemed to be Hyatt. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of BorrowingBorrowing pursuant to this Section 2.1(b)(i), the contents thereof and each such Lender’s share thereofof any borrowing to be made pursuant thereto.

Notice of Borrowing. The applicable Borrower shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. 11:30 a.m. on the same Business Day date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Market Index Rate Loans or LIBOR Rate Loans denominated in Dollars, Dollars and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Revolving Loans denominated in any Alternative a Foreign Currency. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall consist of Loans denominated in Euros, British Pounds Sterling, any Alternative Currency or in Dollars, (E) for borrowings denominated in Dollars, whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Market Index Rate Loans, LIBOR Rate Loans or a combination thereof, (F) for borrowings denominated in a Foreign Currency, the Currency thereforcurrency such Loans shall be denominated in and whether the borrowing shall be comprised of LIBOR Market Index Rate Loans, LIBOR Rate Loans, EURIBOR Market Index Rate Loans, EURIBOR Rate Loans or a combination thereof, and (G) if EURIBOR/Eurocurrency Loans are requested (other than LIBOR Market Index Rate Loans are requestedor EURIBOR Market Index Rate Loans), the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the applicable Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Eurocurrency Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type Type of Revolving Loan requested, then (provided that the applicable Borrower specified the currency of such borrowing) such notice shall be deemed to be a request for (w) an Alternate Base Rate Loan hereunder in the case of any Revolving Loan denominated in Dollars, or (x) a LIBOR Market Index Rate Loan or LIBOR Rate Loan hereunder in the case of any Revolving Loan denominated in British Pounds Sterling or an Alternative Currency, or (y) a EURIBOR Market Index Rate Loan or EURIBOR Rate Loan hereunder in the case of any Revolving Loan denominated in Euros, or (3) the currency of such borrowing, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan Loans denominated in Dollars hereunderDollars. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

Notice of Borrowing. The Borrower shall request will deliver a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) Notice of Borrowing with respect to the Administrative any such conversion/continuation to Agent not no later than 11:00 A.M. on the same a.m. (New York City time) at least three (3) Business Day Days in advance of the requested borrowing in the case proposed conversion/continuation date. The Notice of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior Borrowing with respect to the date of the requested borrowing in the case of EURIBORsuch conversion/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify continuation will certify: (A) that a Revolving Loan is requested, (B1) the proposed conversion/continuation date of the requested borrowing (which shall must be a Business Day), ; (C2) the aggregate principal amount of the Loan to be borrowedconverted/continued; (3) the nature of the proposed conversion/continuation; (4) in the case of conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period; (5) that no Default or Event of Default has occurred and is continuing or would result from the proposed conversion/continuation; and (D6) whether that all conditions to make Loans as set forth in Section 3 have been satisfied. In lieu of delivering a Notice of Borrowing with respect to any such conversion/continuation, Borrower may give Agent telephonic notice by the borrowing shall required time of any proposed conversion/continuation under this subsection 2.2(E) (in such telephonic notice Borrower will certify to the items set forth above with respect to the Notice of Borrowing); provided that such telephonic notice will be comprised promptly confirmed in writing by delivery of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (in form and substance described herein) with respect to such conversion/continuation to Agent on or before the proposed conversion/continuation date. Once given, Borrower will be bound by such telephonic notice. Upon the expiration of an Interest Period for a “Notice LIBOR Loan, in the absence of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such a new Notice of Borrowing (1) an applicable Interest Period in the case of or a EURIBOR/LIBOR Rate Loan, then such telephonic notice shall be deemed submitted to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or Agent not less than three (3) Business Days prior to the Currency end of such Interest Period, the Revolving LIBOR Loan requested, then such notice shall maturing will be deemed automatically converted to be a request by the Initial Borrower for an Alternate Base Rate Loan. Neither Agent nor any Lender will incur any liability to Borrower or any Loan denominated Party in Dollars hereunder. The Administrative Agent shall give acting upon any telephonic notice to each Lender promptly upon receipt of each or a Notice of Borrowing, the contents thereof and each such Lender’s share thereofBorrowing referred to above that Agent believes in good faith to have been given by an officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2(E).

Notice of Borrowing. The a Notice of Borrowing to be provided by Borrower shall Agent to request the funding of a Borrowing of Loans, in form reasonably satisfactory to Agent. Notice of Conversion/Continuation - a Notice of Conversion/Continuation to be provided by Borrower Agent to request a Revolving Loan borrowing by written notice (conversion or telephone notice promptly confirmed continuation of any Loans as LIBOR Loans, in writing which confirmation may be by fax) form reasonably satisfactory to Agent. NRV Percentage - the Administrative Agent not later than 11:00 A.M. on the same Business Day net orderly liquidation value of the requested borrowing in the case Inventory of Alternate Base Rate Loans denominated in Dollarseach Borrower, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that expressed as a Revolving Loan is requested, (B) the date of the requested borrowing percentage (which shall be adjusted on a Business Daymonthly basis), (C) the aggregate principal amount expected to be borrowedrealized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of Borrowers’ Inventory performed by an appraiser and on terms reasonably satisfactory to Agent. Obligations - all (a) principal of and premium (including, without limitation, the Tranche A-1 Prepayment Premium), if any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Bank Product Debt, and (Dg) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents or in connection with any Bank Products, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether or not allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided that the borrowing “Obligations” shall be comprised exclude any Excluded Swap Obligations. Obligor - each Borrower, Guarantor, or other Person that is liable for payment of Alternate any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. Ordinary Course of Business - the ordinary course of business of Parent or any Subsidiary, consistent with past practices and undertaken in good faith. Organic Documents - with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person. OSHA - the Occupational Safety and Hazard Act of 1970, as amended. Other Agreement - each Note, Guaranty, LC Document, LC Guaranty, Fee Letter, Lien Waiver, Related Real Estate Document, Borrowing Base Certificate, Compliance Certificate, the MortgageJunior Debt Intercreditor Agreement, the Senior Note Intercreditor Agreement, the Perfection Certificate, the Post-Closing Agreement, financial statement or report delivered hereunder, or other document, instrument or agreement (other than this Loan Agreement or a Security Document) now or hereafter delivered by an Obligor or other Person to Agent or a Lender in connection with any transactions relating hereto. Other Connection Taxes - with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Documents). Other Taxes - all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.6). Overadvance Loan - a Base Rate LoansTranche A Revolver Loan made or Letter of Credit issued, EURIBOR/LIBOR Rate Loans extended or renewed when a Tranche A Overadvance exists or is caused by the funding of a Tranche A Revolver Loan or the issuance of a Letter of Credit. Parent - The Bon-Ton Stores, Inc., a Pennsylvania corporation and parent company of Bon-Ton. Participant — as defined in Section 13.3.1. Passive Company - collectively, The Bon-Ton Properties- Eastview G.P., Inc., The Bon-Ton Properties- Marketplace G.P., Inc., The Bon-Ton Properties- Greece Ridge G.P., Inc., The Bon-Ton Properties- Eastview L.P., The Bon-Ton Properties- Marketplace L.P., and The Bon-Ton Properties- Greece Ridge L.P. Participant Register - as defined in Section 13.3.1. Patriot Act - the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001). Payment Intangible - as defined in the UCC. Payment Item - each check, draft or other item of payment payable to an Obligor, including those constituting proceeds of any Collateral. Perfection Certificate - that certain Perfection Certificate dated as of the date hereof, and delivered by the Obligors to Agent. Permit - with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. Permitted Acquisition - any acquisition by any Obligor, whether by purchase, merger or otherwise, of all or substantially all of the assets of, the Equity InterestsCapital Stock of, or a combination thereofbusiness line or unit or a division of, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereof.Person; provided that:

Notice of Borrowing. The Whenever the Borrower desires to make a Borrowing hereunder, it shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing (and, in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Peso Loans, EURIBOR/LIBOR Rate Loans or the Argentine Paying Agent) a combination thereof, duly completed and irrevocable notice of a Borrowing in substantially the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing Exhibit A (a the “Notice of Borrowing”) is attached prior to 11:00 a.m. (Local Time) at least two (2) Business Days prior to the requested date of such Borrowing (or, on the Closing Date, such shorter period as Exhibit A. If shall be agreed by all Closing Date Dollar Lenders), requesting such Borrowing and specifying the requested date of such Borrowing, the aggregate principal amount and Currency of the Loans to be made on such date and payment instructions for one or more accounts of the Borrower to which such Loans shall fail be made. Not later than 11:00 a.m. (New York time) on the Closing Date, each Lender shall make available the amount of the Closing Date Dollar Loans to specify be made by such Lender on the Closing Date to the Administrative Agent, at the applicable Administrative Account, in any immediately available funds, for the account of the Borrower. Not later than 11:00 a.m. (Local Time) on the Exchange Offer Date or the Tender Offer Date, each Lender shall make available (x) the amount of the Tender Offer Loans to be made by such Lender in Dollars on the Exchange Offer Date or the Tender Offer Date to the Administrative Agent and (y) the amount of the Tender Offer Loans to be made by such Lender in Pesos on the Exchange Offer Date or the Tender Offer Date to the Argentine Paying Agent, at the applicable Administrative Account, in immediately available funds, for the account of the Borrower. The amounts so received by the Administrative Agent or the Argentine Paying Agent, as applicable, shall, subject to the terms and conditions of this Agreement (including, in the case of the Loans made on the Closing Date, Section 10.9), be remitted by the applicable Agent to one or more accounts of the Borrower to be provided and instructed by the Borrower to the Administrative Agent in the applicable Notice of Borrowing (1) an applicable Interest Period or, on the Closing Date or the Release Date, as instructed in a separate letter of direction from the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofBorrower).

Notice of Borrowing. The a Notice of Borrowing to be provided by Borrower shall Agent to request the funding of a Borrowing of Loans, in form reasonably satisfactory to Agent. Notice of Conversion/Continuation — a Notice of Conversion/Continuation to be provided by Borrower Agent to request a Revolving Loan borrowing by written notice (conversion or telephone notice promptly confirmed continuation of any Loans as LIBOR Loans, in writing which confirmation form satisfactory to Agent. NRV Percentage — the net recovery value of Inventory, Equipment, Fixtures or owned furniture, as the case may be by fax) to the Administrative Agent not later than 11:00 A.M. on the same Business Day of the requested borrowing each Borrower, expressed as a percentage (which in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which Inventory shall be a Business Day12 month average recovery value), (C) the aggregate principal amount expected to be borrowedrealized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of Borrowers’ Inventory, Equipment, Fixtures and owned furniture performed by an appraiser and on terms reasonably satisfactory to Agent. Obligations — all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Bank Product Debt, and (Dg) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several. Obligor — each Borrower, Guarantor, or other Person that is liable for payment of any Obligations or that has granted a Lien in favor of Agent on its assets to secure any Obligations. Ordinary Course of Business — the borrowing shall be comprised ordinary course of Alternate business of Parent or any Subsidiary, consistent with past practices and undertaken in good faith. Organic Documents — with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person. OSHA — the Occupational Safety and Hazard Act of 1970. Other Agreement — each Note, LC Document, LC Guaranty, Fee Letter, Lien Waiver, Real Estate Related Document, Borrowing Base Certificate, Compliance Certificate, financial statement or report delivered hereunder, or other document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by an Obligor or other Person to Agent or a Lender in connection with any transactions relating hereto. Overadvance Loan — a Base Rate LoansTranche A Revolver Loan made when a Tranche A Overadvance exists or is caused by the funding of a Tranche A Revolver Loan. Parent — The Bon-Ton Stores, EURIBOR/LIBOR Rate Loans or Inc., a combination thereofPennsylvania corporation and parent company of Holdings. Participant — as defined in Section 13.3.1. Passive Company — collectively, the Currency thereforThe Bon-Ton Properties-Irondequoit G.P., Inc., The Bon-Ton Properties- Eastview G.P., Inc., The Bon-Ton Properties- Marketplace G.P., Inc., The Bon-Ton Properties- Greece Ridge G.P., Inc., Capital City Commons Realty, Inc., The Bon-Ton Properties- Irondequoit L.P., The Bon-Ton Properties- Eastview L.P., The Bon-Ton Properties- Marketplace L.P., and if EURIBOR/LIBOR Rate Loans are requestedThe Bon-Ton Properties- Greece Ridge L.P. Patriot Act — the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the Interest Period(s) thereforPub. A form of Notice of Borrowing L. No. 107-56, 115 Stat. 272 (a “Notice of Borrowing”) is attached 2001). Payment Intangible — as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period defined in the case UCC. Payment Item — each check, draft or other item of payment payable to a EURIBOR/LIBOR Rate LoanBorrower, then such notice shall be deemed to be a request for an Interest Period including those constituting proceeds of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender’s share thereofany Collateral.

Notice of Borrowing. The (a) In the case of a Borrowing of Initial Term Loans to be made on the RestatementAmendment No. 4 Effective Date, the Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to give the Administrative Agent not later than 11:00 A.M. on at the same Business Day of the requested borrowing in the case of Alternate Base Rate Loans denominated in Dollars, and on the third Business Day Administrative Agent’s Office prior to the date (i) 12:00 p.m. (New York City time) at least one Business Day’s prior written notice if such Initial Term Loans are to be ABR Loans and (ii) 12:00 p.m. (New York City time) at least three Business Days’ prior written notice if such Initial Term Loans are to be LIBOR Loans with an Interest Period of the requested borrowing in the case one, two, three or six months, or 12:00 p.m. (New York City time) at least four Business Days’ prior written notice for any LIBOR Loans with an Interest Period other than one, two, three or six months. Such notice (a “Notice of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative Currency. Each such request for borrowing shall be irrevocable and Borrowing”) shall specify (A) that a Revolving Loan is requestedthe aggregate principal amount of the Term Loans to be made, (B) the date of the requested borrowing Borrowing (which shall be a Business Daythe RestatementAmendment No. 4 Effective Date), (C) whether the aggregate principal amount Term Loans shall consist of ABR Loans and/or LIBOR Loans and, if the Term Loans are to include LIBOR Loans, the Interest Period to be borrowed, initially applicable thereto and (D) whether the borrowing shall be comprised wire instruction of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, such Borrowing. If no election as to the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice Type of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify specified in any such Notice of notice, then the requested Borrowing (1) shall be an applicable ABR Borrowing. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in the case of a EURIBOR/LIBOR Rate Loanany such notice, then such notice the Borrower shall be deemed to be a request for have selected an Interest Period of one month, (2) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.3(a) (and the contents thereof), and of each Lender’s pro rata share of the requested Borrowing. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it shall give notice hereunder by telephone (which obligation is absolute), the Administrative Agent may act prior to each Lender promptly upon receipt of each Notice written confirmation without liability upon the basis of Borrowing, such telephonic notice believed by the contents thereof and each such Lender’s share thereof.Administrative Agent in good faith to be from an Authorized Officer of the Borrower. 2.4

Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by delivering a written notice Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which confirmation delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. on the same Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans denominated in DollarsLoans, and on the third Business Day prior to the date of the requested borrowing in the case of EURIBOR/LIBOR Rate Loans denominated in Dollars, and on the fourth Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans or EURIBOR/LIBOR Rate Loans denominated in any Alternative CurrencyLoans. Each such request for borrowing Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, EURIBOR/LIBOR Rate Loans or a combination thereof, the Currency therefor, and if EURIBOR/LIBOR Rate Loans are requested, the Interest Period(s) therefortherefor and (E) the amount available under the most recently delivered Borrowing Base Certificate minus outstanding Loans and Letters of Credit after giving effect to the applicable borrowing. A form of Notice of Borrowing (a “Notice of Borrowing”) is attached as Exhibit A. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable Interest Period in the case of a EURIBOR/LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (2) the type Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder or (3) the Currency of the Revolving Loan requested, then such notice shall be deemed to be a request by the Initial Borrower for an Alternate Base Rate Loan denominated in Dollars hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.