Common use of Notice of Borrowings Clause in Contracts

Notice of Borrowings. The Borrower requesting a Loan (other than a Swing Line Advance) shall give the Operations Agent a notice substantially in the form of Exhibit B attached hereto (a "Notice of Borrowing") not later than 11:00 a.m. (Boston time) (or telephonic notice not later than 11:00 a.m. (Boston time) confirmed in a writing substantially in the form of Exhibit B attached hereto not later than 12:00 noon (Boston time)) on the Business Day of each proposed Borrowing appropriately completed concerning the Borrowing. The Borrower requesting a Swing Line Advance shall give the Operations Agent a Notice of Borrowing not later than 4:00 p.m. (Boston time) (or telephonic notice not later than 4:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 4:30 p.m. (Boston time)) on the Business Day of each proposed Borrowing appropriately completed concerning the Borrowing. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower named therein that the conditions set forth in Section 3.02 (and, in the case of the initial Loan to be made hereunder, Section 3.01) have been satisfied on the date of such notice and will be satisfied on the Borrowing Date. Such Notice of Borrowing or oral request shall not thereafter be revocable and shall obligate the Borrower named therein to accept the Loan requested from the Banks on the Borrowing Date.

Notice of Borrowings. The To request a Committed Loan, the Borrower requesting a Loan (other than a Swing Line Advance) shall give the Operations Agent a notice substantially in the form of Exhibit B C attached hereto (a "“Notice of Borrowing"”) not later than 11:00 a.m. (a) 12:00 noon (Boston time) (or telephonic notice not later than 11:00 a.m. 12:00 noon (Boston time) confirmed in a writing substantially in the form of Exhibit B C attached hereto not later than 12:00 noon 1:00 p.m. (Boston time)) on the proposed Borrowing Date of any Base Rate Loan; and (b) three (3) LIBOR Business Day Days prior to the proposed Borrowing Date of any LIBOR Rate Loan, each proposed such Notice of Borrowing appropriately completed concerning the such Borrowing. The Each such notice shall specify (i) the principal amount of the Committed Loan requested; (ii) the proposed Borrowing Date of such Committed Loan; (iii) the Interest Period for such Committed Loan and (iv) the Type of such Committed Loan. To request an Uncommitted Loan, the Borrower requesting a Swing Line Advance shall give the Operations Agent a Notice of Borrowing not later than 4:00 p.m. (Boston time) (or telephonic notice not later than 4:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B C attached hereto not later than 4:30 p.m. (Boston time)) on the Business Day of each the proposed Borrowing appropriately completed concerning the such Borrowing. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower named therein that the conditions set forth in Section 3.02 (and, in the case of the initial Loan to be made hereunder, Section 3.01) have been satisfied on the date of such notice and will be satisfied on the Borrowing Date. Such Notice of Borrowing or oral request shall not thereafter be revocable and shall obligate the Borrower named therein to accept the Loan requested from the Banks on the Borrowing Date.

Notice of Borrowings. The Subject to Sections 1.01(a), (b), (d) and (e), after the Closing Date, whenever the Borrower requesting a desires that the Banks make Reserve Adjusted Eurodollar Loans under any of the Revolving Portion, the Acquisition Portion or the Supplemental Portion of the Loan (other than a Swing Line Advance) Facility it shall give the Operations Administrative Agent at the Agent's Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Reserve Adjusted Eurodollar Loans; PROVIDED that notice given later than 1:00 P.M. (New York time) shall be deemed to have been given on the following Business Day. Whenever the Borrower desires that the Banks make Base Rate Loans under any of the Revolving Portion, the Acquisition Portion or the Supplemental Portion of the Loan Facility it shall give the Administrative Agent at the Agent's office not later than 1:00 P.M. (New York time) on the date of such Borrowing written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Base Rate Loans. Each such notice, which, in the case of either a notice Loan under the Revolving Portion or a Supplemental Revolving Loan under the Supplemental Portion of the Loan Facility, shall be substantially in the form of Exhibit B attached hereto 1.03-1 (each a "Notice NOTICE OF REVOLVING LOAN BORROWING"), in the case of Borrowing") not later than 11:00 a.m. (Boston time) (or telephonic notice not later than 11:00 a.m. (Boston time) confirmed in a writing Loan under the Acquisition Portion of the Loan Facility shall be substantially in the form of Exhibit B attached hereto not later than 12:00 noon 1.03-2 (Boston time)) on each a "NOTICE OF ACQUISITION LOAN BORROWING", in the Business Day case of each proposed Borrowing appropriately completed concerning a Supplemental Revolving Loan under the Borrowing. The Borrower requesting a Swing Line Advance Supplemental Portion of the Loan Facility shall give the Operations Agent a Notice of Borrowing not later than 4:00 p.m. (Boston time) (or telephonic notice not later than 4:00 p.m. (Boston time) confirmed in writing be substantially in the form of Exhibit B attached hereto not later than 4:30 p.m. 1.03-03 (Boston time)each a "NOTICE OF SUPPLEMENTAL REVOLVING LOAN BORROWING") on the Business Day of each proposed Borrowing appropriately completed concerning the Borrowing. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower named therein that the conditions set forth in Section 3.02 (and, in the case of a Supplemental Term Loan under the initial Supplemental Portion of the Loan Facility shall be substantially in the form of Exhibit 1.03-4 (each a "NOTICE OF SUPPLEMENTAL TERM LOAN BORROWING") and, together with a Notice of Revolving Loan Borrowing, a Notice of Acquisition Loan Borrowing and a Notice of Supplemental Revolving Loan Borrowing, each a "NOTICE OF BORROWING"), shall be irrevocable, shall be deemed a representation by the Borrower that all conditions precedent to such Borrowing set forth in Section 4.02 and, in the case of a Loan under the Acquisition Portion or a Supplemental Term Loan under the Supplemental Portion that all conditions set forth in Section 4.03, have been satisfied and shall specify (i) the aggregate principal amount in Dollars of the Loans to be made hereunderpursuant to such Borrowing, Section 3.01(ii) have been satisfied on the date of Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Base Rate Loans or Reserve Adjusted Eurodollar Loans and, if Reserve Adjusted Eurodollar Loans, the Interest Period to be initially applicable thereto and (iv) the account to which funds advanced under such Borrowing shall be deposited. The Administrative Agent shall as promptly as practicable give each Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Bank's proportionate share thereof and will be satisfied on of the Borrowing Date. Such other matters covered by the Notice of Borrowing or oral request shall not thereafter be revocable and shall obligate the Borrower named therein to accept the Loan requested from the Banks on the Borrowing DateBorrowing.

Notice of Borrowings. The Borrower requesting To request a Loan (other than a Swing Line Advance) the Borrower shall give the Operations Agent a notice substantially in the form of Exhibit B C attached hereto (a "“Notice of Borrowing"”) not later than 11:00 a.m. (a) 12:00 noon (Boston time) (or telephonic notice not later than 11:00 a.m. 12:00 noon (Boston time) confirmed in a writing substantially in the form of Exhibit B C attached hereto not later than 12:00 noon 1:00 p.m. (Boston time)) on the proposed Borrowing Date of any Overnight Rate Loan; and (b) three (3) LIBOR Business Day Days prior to the proposed Borrowing Date of any LIBOR Rate Loan, each proposed such Notice of Borrowing appropriately completed concerning the such Borrowing. The Borrower requesting Each such notice shall specify (i) the principal amount of the Loan requested; (ii) the proposed Borrowing Date of such Loan; (iii) the Interest Period for such Loan and (iv) the Type of such Loan. To request a Swing Line Advance Advance, the Borrower shall give the Operations Agent a Notice of Borrowing not later than 4:00 p.m. (Boston time) (or telephonic notice not later than 4:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B C attached hereto not later than 4:30 p.m. (Boston time)) on the Business Day of each the proposed Borrowing appropriately completed concerning the such Borrowing. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower named therein that the conditions set forth in Section 3.02 (and, in the case of the initial Loan to be made hereunder, Section 3.01) have been satisfied on the date of such notice and will be satisfied on the Borrowing Date. Such Notice of Borrowing or oral request shall not thereafter be revocable and shall obligate the Borrower named therein to accept the Loan requested from the Banks on the Borrowing Date.

Notice of Borrowings. The Whenever the Borrower requesting a desires that the Banks make Loans under the Loan (other than a Swing Line Advance) Facility it shall give the Operations Agent at the Agent's Office (i) prior to 10:00 A.M. (New York time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Loans and (ii) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans; provided that if written notice (or telephonic notice promptly confirmed in writing) is given prior to 10:00 A.M. (New York time) on the day of a notice requested Borrowing, Borrowings of Base Rate Loans may be made available on a same-day basis. Each such notice, which shall be substantially in the form of Exhibit B attached E hereto (each a "Notice of Borrowing") not later than 11:00 a.m. shall be irrevocable, shall be deemed a representation by the Borrower that all conditions precedent to such Borrowing have been satisfied and shall specify (Boston timea) the aggregate principal amount in U.S. dollars of the Loans to be made pursuant to such Borrowing, all of which shall be specified in such manner as is necessary to comply with all limitations on Revolving Loans outstanding hereunder, including without limitation, availability under the Borrowing Base, (b) the requested date of Borrowing (which shall be a Business Day) and (c) whether the respective Borrowing shall consist of Base Rate Loans or LIBOR Loans and, if LIBOR Loans, the requested Interest Period to be initially applicable thereto. The Agent shall as promptly as practicable give each Bank written notice (or telephonic notice not later than 11:00 a.m. (Boston time) promptly confirmed in a writing substantially in the form of Exhibit B attached hereto not later than 12:00 noon (Boston time)writing) on the Business Day of each proposed Borrowing appropriately completed concerning Borrowing, of such Bank's proportionate share thereof and of the Borrowing. The Borrower requesting a Swing Line Advance shall give other matters covered by the Operations Agent a Notice of Borrowing not later than 4:00 p.m. (Boston time) (or telephonic notice not later than 4:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 4:30 p.m. (Boston time)) on the Business Day of each proposed Borrowing appropriately completed concerning the Borrowing. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower named therein that the conditions set forth in Section 3.02 (and, in the case of the initial Loan to be made hereunder, Section 3.01) have been satisfied on the date of such notice and will be satisfied on the Borrowing Date. Such Notice of Borrowing or oral request shall not thereafter be revocable and shall obligate the Borrower named therein to accept the Loan requested from the Banks on the Borrowing Date.

Notice of Borrowings. (a) The Borrower requesting a Loan (other than a Swing Line Advance) shall give the Operations Agent (X) a notice substantially in the form of Exhibit B attached hereto (a "“Notice of Borrowing"”) not later than 11:00 a.m. (Boston time) (or telephonic notice not later than 11:00 a.m. (Boston time) confirmed in a writing substantially in the form of Exhibit B attached hereto not later than 12:00 noon (Boston time)) on the Business Day of each proposed Borrowing appropriately completed concerning the Borrowing. The Borrower requesting a Swing Line Advance shall give the Operations Agent a Notice of Borrowing not later than 4:00 1:00 p.m. (Boston time) (or telephonic notice not later than 4:00 1:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 4:30 2:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case (I) specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, and (4) in the case of a LIBOR Loan, the Interest Period therefor (which shall comply with Section 2.02(c) hereof), and (II) if all or any portion of the proceeds of any Loan requested thereby will be used to pay all or any portion of the redemption price of any AMPS, such Notice of Borrowing appropriately will comply with Section 2.02(d) hereof, and (Y) a duly completed concerning Borrowing Base Report not later than 2:00 p.m. (Boston time) on the Borrowingdate of the proposed borrowing of the requested Loan, prepared as of the close of business on the Domestic Business Day immediately preceding such date. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower named therein that the conditions set forth in Section 3.02 3.02(c), (and, in the case of the initial Loan to be made hereunder, Section 3.01d) and (e) have been satisfied on the date of such notice and will be satisfied on the Borrowing Date. Such Notice date of Borrowing or oral request shall not thereafter be revocable and shall obligate the Borrower named therein to accept the Loan requested from the Banks on the Borrowing Datesuch borrowing.

Notice of Borrowings. The Subject to Sections 1.01(c) and (d), after the Closing Date, whenever the Borrower requesting a desires that the Banks make Reserve Adjusted Eurodollar Loans under either the Revolving Portion or the Acquisition Portion of the Loan (other than a Swing Line Advance) Facility it shall give the Operations Administrative Agent at the Agent's Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Reserve Adjusted Eurodollar Loans; PROVIDED that notice given later than 1:00 P.M. (New York time) shall be deemed to have been given on the following Business Day. Whenever the Borrower desires that the Banks make Base Rate Loans under either the Revolving Portion or the Acquisition Portion of the Loan Facility (except for Loans under the Acquisition Portion made as of the Closing Date to replace Existing Acquisition Term Loans) it shall give the Administrative Agent at the Agent's office not later than 1:00 P.M. (New York time) on the date of such Borrowing written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Base Rate Loans. Each such notice, which, in the case of a notice Loan under the Revolving Portion of the Loan Facility, shall be substantially in the form of Exhibit B attached hereto 1.03-1 (each a "Notice of BorrowingNOTICE OF REVOLVING LOAN BORROWING") not later than 11:00 a.m. and, in the case of a Loan under the Acquisition Portion of the Loan Facility (Boston timeexcept for Loans under the Acquisition Portion made as of the Closing Date to replace Existing Acquisition Term Loans) (or telephonic notice not later than 11:00 a.m. (Boston time) confirmed in a writing shall be substantially in the form of Exhibit B attached hereto not later than 12:00 noon 1.03-2 (Boston time)) on the Business Day of each proposed Borrowing appropriately completed concerning the Borrowing. The Borrower requesting a Swing Line Advance shall give the Operations Agent "NOTICE OF ACQUISITION LOAN BORROWING" and, together with a Notice of Borrowing not later than 4:00 p.m. (Boston time) (or telephonic notice not later than 4:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 4:30 p.m. (Boston timeRevolving Loan Borrowing, each a "NOTICE OF BORROWING")) on the Business Day of each proposed Borrowing appropriately completed concerning the Borrowing. Each Notice of Borrowing or oral request , shall constitute be irrevocable, shall be deemed a representation and warranty by the Borrower named therein that the all conditions precedent to such Borrowing set forth in Section 3.02 (4.02 and, in the case of a Loan under the initial Loan Acquisition Portion (except for Loans under the Acquisition Portion made as of the Closing Date to replace Existing Acquisition Term Loans) that all conditions set forth in Section 4.03, have been satisfied and shall specify (i) the aggregate principal amount in Dollars of the Loans to be made hereunderpursuant to such Borrowing, Section 3.01(ii) have been satisfied on the date of Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Base Rate Loans or Reserve Adjusted Eurodollar Loans and, if Reserve Adjusted Eurodollar Loans, the Interest Period to be initially applicable thereto and (iv) the account to which funds advanced under such Borrowing shall be deposited. The Administrative Agent shall as promptly as practicable give each Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Bank's proportionate share thereof and will be satisfied on of the Borrowing Date. Such other matters covered by the Notice of Borrowing or oral request shall not thereafter be revocable and shall obligate the Borrower named therein to accept the Loan requested from the Banks on the Borrowing DateBorrowing.

Notice of Borrowings. (a) The Borrower requesting a Loan (other than a Swing Line Advance) shall give the Operations Agent (X) a notice substantially in the form of Exhibit B attached hereto (a "“Notice of Borrowing"”) not later than 11:00 a.m. (Boston time) (or telephonic notice not later than 11:00 a.m. (Boston time) confirmed in a writing substantially in the form of Exhibit B attached hereto not later than 12:00 noon (Boston time)) on the Business Day of each proposed Borrowing appropriately completed concerning the Borrowing. The Borrower requesting a Swing Line Advance shall give the Operations Agent a Notice of Borrowing not later than 4:00 1:00 p.m. (Boston time) (or telephonic notice not later than 4:00 p.m. 12:00 noon (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 4:30 1:00 p.m. (Boston time)), in each case (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan or an Overnight Loan, and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or an Overnight Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan, an Overnight Loan, or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, and (4) in the case of a LIBOR Loan, the Interest Period therefor (which shall comply with Section 2.02(c) hereof), and (Y) a duly completed Borrowing appropriately completed concerning Base Report not later than 2:00 p.m. (Boston time) on the Borrowingdate of the proposed borrowing of the requested Loan, in each case prepared as of the close of business on the Domestic Business Day immediately preceding such date, provided, that in the case of any borrowing requested on the Effective Date the applicable Borrowing Base Report therefor shall be prepared on a pro forma basis as of the close of business on the Effective Date. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower named therein that the conditions set forth in Section 3.02 3.02(c), (and, in the case of the initial Loan to be made hereunder, Section 3.01d) and (e) have been satisfied on the date of such notice and will be satisfied on the Borrowing Date. Such Notice date of Borrowing or oral request shall not thereafter be revocable and shall obligate the Borrower named therein to accept the Loan requested from the Banks on the Borrowing Datesuch borrowing.

Notice of Borrowings. The Whenever the Borrower requesting a desires that the Banks make Reserve Adjusted Eurodollar Loans under the Revolving Loan (other than a Swing Line Advance) Facility it shall give the Operations Agent at the Agent's Office prior to 10:00 A.M. (New York time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Reserve Adjusted Eurodollar Loans. Whenever the Borrower desires that the Banks make Base Rate Revolving Loans on a same-day basis under the Revolving Loan DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 Facility it shall give the Agent at the Agent's office prior to 10:00 A.M. (New York time) written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Base Rate Loans. Each such notice, which shall be substantially in the form of Exhibit B attached J hereto (each a "Notice of Borrowing"), shall be irrevocable, shall be deemed a representation by the Borrower that all conditions precedent to such Borrowing set forth in Section 4.02 have been satisfied and shall specify (i) not later than 11:00 a.m. the aggregate principal amount in U.S. dollars of the Loans to be made pursuant to such Borrowing, all of which shall be specified in such manner as is necessary to comply with all limitations on Revolving Loans outstanding hereunder, including without limitation, availability under the Borrowing Base, (Boston timeii) the date of Borrowing (which shall be a Business Day) and (iii) whether the respective Borrowing shall consist of Base Rate Loans or Reserve Adjusted Eurodollar Loans and, if Reserve Adjusted Eurodollar Loans, the Interest Period to be initially applicable thereto. The Agent shall as promptly as practicable give each Bank written notice (or telephonic notice not later than 11:00 a.m. (Boston time) promptly confirmed in a writing substantially in the form of Exhibit B attached hereto not later than 12:00 noon (Boston time)writing) on the Business Day of each proposed Borrowing appropriately completed concerning Borrowing, of such Bank's proportionate share thereof and of the Borrowing. The Borrower requesting a Swing Line Advance shall give other matters covered by the Operations Agent a Notice of Borrowing not later than 4:00 p.m. (Boston time) (or telephonic notice not later than 4:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 4:30 p.m. (Boston time)) on the Business Day of each proposed Borrowing appropriately completed concerning the Borrowing. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower named therein that the conditions set forth in Section 3.02 (and, in the case of the initial Loan to be made hereunder, Section 3.01) have been satisfied on the date of such notice and will be satisfied on the Borrowing Date. Such Notice of Borrowing or oral request shall not thereafter be revocable and shall obligate the Borrower named therein to accept the Loan requested from the Banks on the Borrowing Date.

Notice of Borrowings. (a) The Borrower requesting a Loan (other than a Swing Line Advance) shall give the Operations Agent (X) a notice substantially in the form of Exhibit B attached hereto (a "“Notice of Borrowing"”) not later than 11:00 a.m. (Boston time) (or telephonic notice not later than 11:00 a.m. (Boston time) confirmed in a writing substantially in the form of Exhibit B attached hereto not later than 12:00 noon (Boston time)) on the Business Day of each proposed Borrowing appropriately completed concerning the Borrowing. The Borrower requesting a Swing Line Advance shall give the Operations Agent a Notice of Borrowing not later than 4:00 p.m. (Boston time) (or telephonic notice not later than 4:00 12:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 4:30 1:00 p.m. (Boston time)), in each case (i) on the Domestic Business Day of each proposed borrowing of an Overnight Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of an Overnight Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of an Overnight Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, and (4) in the case of a LIBOR Loan, the Interest Period therefor (which shall comply with Section 2.02(c) hereof), and (Y) a duly completed Borrowing appropriately completed concerning Base Report not later than 2:00 p.m. (Boston time) on the Borrowingdate of the proposed borrowing of the requested Loan, prepared as of the close of business on the Domestic Business Day immediately preceding such date. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower named therein that the conditions set forth in Section 3.02 3.02(c), (and, in the case of the initial Loan to be made hereunder, Section 3.01d) and (e) hereof have been satisfied on the date of such notice and will be satisfied on the Borrowing Date. Such Notice date of Borrowing or oral request shall not thereafter be revocable and shall obligate the Borrower named therein to accept the Loan requested from the Banks on the Borrowing Datesuch borrowing.

Notice of Borrowings. (a) The Borrower requesting a Loan (other than a Swing Line Advance) shall give the Operations Agent (X) a notice substantially in the form of Exhibit B attached hereto (a "“Notice of Borrowing"”) not later than 11:00 a.m. (Boston time) (or telephonic notice not later than 11:00 a.m. (Boston time) confirmed in a writing substantially in the form of Exhibit B attached hereto not later than 12:00 noon (Boston time)) on the Business Day of each proposed Borrowing appropriately completed concerning the Borrowing. The Borrower requesting a Swing Line Advance shall give the Operations Agent a Notice of Borrowing not later than 4:00 1:00 p.m. (Boston time) (or telephonic notice not later than 4:00 1:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 4:30 2:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, and (4) in the case of a LIBOR Loan, the Interest Period therefor (which shall comply with Section 2.02(c) hereof), and (Y) a duly completed Borrowing appropriately Base Report and a duly completed concerning Statutory Coverage Ratio Certificate, in each case not later than 2:00 p.m. (Boston time) on the Borrowingdate of the proposed borrowing of the requested Loan, prepared as of the close of business on the Domestic Business Day immediately preceding such date. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower named therein that the conditions set forth in Section 3.02 3.02(c), (and, in the case of the initial Loan to be made hereunder, Section 3.01d) and (e) have been satisfied on the date of such notice and will be satisfied on the Borrowing Date. Such Notice date of Borrowing or oral request shall not thereafter be revocable and shall obligate the Borrower named therein to accept the Loan requested from the Banks on the Borrowing Datesuch borrowing.

Notice of Borrowings. The Whenever the Borrower requesting a Loan (other than a Swing Line Advance) desires that the Banks make the Initial Loans, an Authorized Officer of the Borrower shall give the Operations Agent a at the Agent's Office prior to Noon (New York time) at least two Business Days' prior written notice (or telephone notice promptly confirmed in writing) of such Borrowing. Whenever the Borrower desires that the Banks make Base Rate Loans under the Loan Facility after the Closing Date an Authorized Officer of the Borrower shall give the Agent at the Agent's Office prior to Noon (New York time) on the proposed date of such Borrowing prior written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Base Rate Loans. Each such notice, which shall be substantially in the form of Exhibit B attached J hereto (each a "Notice of Borrowing"), shall be irrevocable, shall be deemed a representation by the Borrower that all conditions precedent to such Borrowing have been satisfied and shall specify (i) not later than 11:00 a.m. whether such Borrowing is to be made from the A Term Loan Facility, the B Term Loan Facility or the Revolving Loan Facility, (Boston timeii) the aggregate principal amount in Dollars of the Loans to be made pursuant to such Borrowing, all of which shall be specified in such manner as is necessary to comply with all limitations on Term Loans and Revolving Loans outstanding hereunder, including without limitation, availability under the Borrowing Base, and (iii) the date of Borrowing (which shall be a Business Day). The Agent shall as promptly as practicable give each Bank written notice (or telephonic notice not later than 11:00 a.m. (Boston time) promptly confirmed in a writing substantially in the form of Exhibit B attached hereto not later than 12:00 noon (Boston time)writing) on the Business Day of each proposed Borrowing appropriately completed concerning Borrowing, of such Bank's proportionate share thereof and of the Borrowing. The Borrower requesting a Swing Line Advance shall give other matters covered by the Operations Agent a Notice of Borrowing not later than 4:00 p.m. (Boston time) (or telephonic notice not later than 4:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 4:30 p.m. (Boston time)) on the Business Day of each proposed Borrowing appropriately completed concerning the Borrowing. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower named therein that the conditions set forth in Section 3.02 (and, in the case of the initial Loan to be made hereunder, Section 3.01) have been satisfied on the date of such notice and will be satisfied on the Borrowing Date. Such Notice of Borrowing or oral request shall not thereafter be revocable and shall obligate the Borrower named therein to accept the Loan requested from the Banks on the Borrowing Date.