Common use of Notice of Borrowing Clause in Contracts

Notice of Borrowing. (a) The Borrower gave the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to make a Borrowing of any Loan hereunder, it shall give the Administrative Agent at its office located at the Notice Office (or such other address as the Administrative AgentAgent may hereafter designate in writing to the parties hereto) at least one Business Day’s Office prior written notice (i) prior to 9:00 a.m. or telephonic notice promptly confirmed in writing), given not later than 1:00 p.m. (New York City time) of each Base Rate Loan, and at least two 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 Dollar denominated Eurocurrency Loan to be made hereunder and at least four Business Days prior written notice (or telephone notice promptly confirmed in writing) given not later than 1:00 p.m. (New York time), of each Loan denominated in an Alternative Currency; provided, however, that a Notice of Borrowing with respect to the case Initial Borrowing may, at the discretion of the Administrative Agent, be delivered later than the time specified above. Whenever the Borrower desires that the Swing Line Lender make a Borrowing of Initial Term Loans made on Swing Line Loan under Section 2.1(c), it shall deliver to the Original Closing Date initially as LIBOR Loans, (ii) Swing Line Lender prior to 9:00 a.m. 1:00 p.m. (New York City time) on the date of Borrowing (at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) Days prior to 10:00 a.m. (New York City timethe date of Borrowing for Swing Line Loans denominated in an Alternative Currency) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if ). Each such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) ), which shall be in the form of Exhibit 2.5 hereto, 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) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the Borrowing (which shall be a Business Day), (iii) whether the Original Closing Date) and Loans being made pursuant to such Borrowing are to be Base Rate Loans or Eurocurrency Loans or both, (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are with respect to include LIBOR Term Eurocurrency Loans, the Interest Period to be initially applicable thereto, (v) with respect to Revolving Loans, the amount of the Overdraft Reserve at such time and (vi) the account details of the Borrower. The Administrative Agent shall as promptly as practicable give each Lender written notice (or telephonic notice (promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share Pro Rata Share thereof and of the other matters covered by the related Notice of Borrowing. Without in any way limiting the Borrower’s obligation to confirm in writing any telephonic notice, the Administrative Agent or the Swing Line Lender (in the case of Swing Line Loans) may act without liability upon the basis of telephonic notice believed by the Administrative Agent in good faith to be from a Responsible Officer of the Borrower prior to receipt of written confirmation. The Administrative Agent’s records shall, absent manifest error, be final, conclusive and binding on the Borrower with respect to evidence of the terms of such telephonic Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Loans (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office Office, (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and if such Loans are to be initially LIBOR Loans (iii) or prior to 10:00 9:00 a.m. (New York City time) two Business Days’ prior written notice in the case of a Borrowing of Loans to be made on the Closing Date initially as LIBOR Loans) and (ii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York City time) on the date of the each Borrowing of Initial Term Loans if such Initial Term Loans that are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Swingline Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiB) the date of the Borrowing (which shall be the Original Closing Date) and a Business Day), (ivC) whether the Term Loans respective Borrowing shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration) and (D) the amount of the then effective Borrowing Base, the current aggregate Total Exposures (without regard to the requested Borrowing) of all Lenders and the pro forma aggregate Total Exposures (giving effect to the requested Borrowing) of all Lenders. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s proportionate share Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The To request a Revolving Credit Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the Borrower gave shall give the Administrative Agent at an office of the Administrative Agent’s Office 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) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior a written notice Notice of Borrowing (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. 12:00 noon (New York City time) at least two three Business Days’ Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written notice Notice of Borrowing (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. 1:00 p.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date proposed day of the each Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Each such Notice of Borrowing”) , except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Revolving Credit Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the Borrowing (which shall be the Original Closing Date) and a Business Day), (iviii) whether the Term Loans Borrowing shall consist of ABR Term Loans or LIBOR Loans, (in the case iv) if such Borrowing shall consist of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest LIBOR Period to be initially applicable theretothereto and (v) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Revolving Credit Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in such shorter period as the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior Administrative Agent is willing to 9:00 a.m. (New York City accommodate from time to time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date if all or any of such Term Loans are to be initially LIBOR Loans, and (iiiii) prior written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if all such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(b), a “Notice of Borrowing”) shall be irrevocable, shall be substantially in the form of Exhibit D or any other form approved by the Administrative Agent, and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the such Borrowing (which shall be the Original Closing Date) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Loans (other than Swingline Loans, Mandatory Borrowings or borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office Office, (i) (A) in the case of any LIBOR Loans incurred on the Closing Date, prior to 9:00 a.m. 12:00 p.m. (New York City time) at least two one Business Days’ Day prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Loans and (B) in the case of a Borrowing of Initial Term any LIBOR Loans made on incurred after the Original Closing Date initially as LIBOR LoansDate, (ii) prior to 9:00 a.m. 12:00 noon (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City timeii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 p.m. (New York City time) on the date of the each Borrowing of Initial Term Loans if such Initial Term Loans that are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Swingline Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiB) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (ivC) whether the Term Loans respective Borrowing shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s proportionate share Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever a Borrower gave desires to incur (x) Euro Rate Loans (excluding Borrowings of Swingline Loans and Mandatory Borrowings) or B/A Equivalent Loans hereunder, such Borrower shall give the Administrative Agent at the Administrative Agent’s Notice Office (i) prior to 9:00 a.m. no later than 2:00 p.m. (New York City time) at least two three (3) Business Days’ prior written notice of each Euro Rate Loan or B/A Equivalent Loan to be incurred hereunder, (y) Base Rate Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), such Borrower shall give the Administrative Agent prior notice at the Notice Office no later than 2:00 p.m. (New York time) at least one (1) Business Day’s prior notice of each Base Rate Loan to be incurred hereunder (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term such Loans made to the U.S. Borrowers, on the Original Closing Date initially same date as LIBOR Loanssuch Base Rate Loan) and (z) Canadian Prime Rate Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), (ii) prior to 9:00 a.m. such Borrower shall give the Administrative Agent at the Notice Office no later than 12:00 noon (New York City time) at least two one (1) Business Days’ Day’s prior written notice of each Canadian Prime Rate Loan to be incurred hereunder. Each such notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d)each, a “Notice of Borrowing”) ), except as otherwise expressly provided in Section 2.10, shall specify 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) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing (stated in the applicable Available Currency), (iiiii) the date of the such Borrowing (which shall be a Business Day), (iii) whether the Original Closing Date) and applicable Borrowing shall consist of U.S. Borrower Revolving Loans, Canadian Revolving Loans or European Borrower Revolving Loans, (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Dollar Denominated Loans, whether the Dollar Denominated Loans denominated in Dollars) and/or LIBOR Term being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if the Term Loans are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto, (v) in the case of Euro Denominated Loans and Other Foreign Currency Denominated Loans, the Interest Period to be initially applicable thereto, and (vi) in the case of Canadian Dollar Denominated Loans, whether the applicable Borrowing shall consist of Canadian Prime Rate Loans or B/A Equivalent Loans and, if B/A Equivalent Loans, the term thereof. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the such proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share thereof and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Revolving Credit Loans hereunder (other than Borrowings to repay Unpaid Drawings), it shall give the Administrative Agent at an office of the Administrative Agent’s Office 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) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior a written notice Notice of Borrowing (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. 12:00 noon (New York City time) at least two three Business Days’ Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written notice Notice of Borrowing (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date proposed day of the each Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Each such Notice of Borrowing”) , except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Revolving Credit Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the Borrowing (which shall be the Original Closing Date) and a Business Day), (iviii) whether the Term Loans Borrowing shall consist of ABR Term Loans or LIBOR Loans, (in the case iv) if such Borrowing shall consist of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest LIBOR Period to be initially applicable theretothereto and (v) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Revolving Credit Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date if such Term Loans are to be initially LIBOR Term Loans denominated in Dollars and (iii) prior to 10:00 a.m. (New York City timeii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon (New York City time) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be the Original Closing Date) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever a Borrower gave desires to make a Borrowing of Loans hereunder, an Authorized Officer of such Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office (i) prior to 9:00 a.m. (New York City time) at least two one Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) in the case notice of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) each Base Rate Loan and at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) notice of the Borrowing of Original Euro Tranche Term Loans each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on the Original Closing Date and (iii) prior to 10:00 a.m. a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such written notice (or written confirmation of telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d)each, a “Notice of Borrowing”) ), except as otherwise expressly provided in Section 1.10, shall specify be irrevocable and shall be given by or on behalf of the respective Borrower in the form of Exhibit A-1, appropriately completed to specify: (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the such Borrowing (which shall be a Business Day), (iii) whether the Original Closing Date) respective Borrowing shall consist of Tranche B Term Loans, Tranche C Term Loans, U.S. Borrower Incremental Term Loans or Bermuda Borrower Incremental Term Loans and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans being made pursuant to such Borrowing are to include LIBOR Term Loans, the Interest Period to be initially applicable theretomaintained as Base Rate Loans or Eurodollar Loans. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) which is required to make Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 1.07) and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Loans (other than Swingline Loans, Mandatory Borrowings or borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office Office, (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and if such Loans are to be initially LIBOR Loans (iii) or prior to 10:00 a.m. 12:00 p.m. noon (New York City time) two Business Days’ prior written notice in the case of a Borrowing of Loans to be made on the Closing Date initially as LIBOR Loans) and (ii) written notice (or telephonic notice promptly confirmed in writing) prior to 11:00 a.m. (New York City time) on the date of the each Borrowing of Initial Term Loans if such Initial Term Loans that are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Swingline Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiB) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (ivC) whether the Term Loans respective Borrowing shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s proportionate share Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office prior written notice (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two three (3) Business Days’ Days prior written notice to each Borrowing of Term Loans which are to be initially LIBOR Rate Loans (or telephonic notice promptly confirmed in writing) such shorter period as the Administrative Agent may agree in the case of a the Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loansor in connection with any Incremental Facility), and (ii) prior to 9:00 a.m. 12:00 noon (New York City time) at least two one (1) Business Days’ Day prior written notice (or telephonic notice promptly confirmed in writing) of the to each Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans which are to be ABR Loans. Such notice in the form of Exhibit E (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) ), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiB) the date of the Borrowing (which shall be be, (x) in the Original case of Term Loans, the Closing DateDate and (y) in the case of any Incremental Term Loans, the applicable Closing Date for such tranche) and (ivC) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest LIBOR Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Loans (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office Office, (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and if such Loans are to be initially LIBOR Loans (iii) or prior to 10:00 a.m. 1:00 p.m. (New York City time) two Business Days’ prior written notice in the case of a Borrowing of Loans to be made on the Funding Date initially as LIBOR Loans) and (ii) written notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the date of the each Borrowing of Initial Term Loans if such Initial Term Loans that are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Swingline Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each pursuant to such Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan FacilityBorrowing, (iiiB) the date of the Borrowing (which shall be the Original Closing Date) and a Business Day), (ivC) whether the Term Loans respective Borrowing shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration) and (D) during a Borrowing Base Trigger Period, the amount of the then-effective Borrowing Base, the current Total Revolving Exposure and Total Term Loan Exposure (without regard to the requested Borrowing) of all Lenders and the pro forma Total Revolving Exposure and Total Term Loan Exposure (giving effect to the requested Borrowing) of all Lenders. The Administrative Agent shall promptly give each Revolving Lender or Term Loan lender, as applicable, written notice (or telephonic notice promptly confirmed in writing) of the each proposed Revolving Borrowing of or Term LoansLoan Borrowing, as applicable, of such Lender’s proportionate share Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable, thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche A Term Loans made on the Original Closing Date or Tranche E Term Loans if all or any of such Tranche A Term Loans or Tranche E Term Loans are to be initially Eurodollar Loans, and (iiiii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York time) on the date of the Borrowing of Initial Tranche A Term Loans or Tranche E Term Loans if all such Initial Tranche A Term Loans or Tranche E Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the such Tranche A Term Loans or Tranche E Term Loans to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing borrowing (which shall be the Original Closing Effective Date) and (iviii) whether the such Tranche A Term Loans or Tranche E Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Eurodollar Term Loans and, if the such Tranche A Term Loans or Tranche E Term Loans are to include LIBOR Eurodollar Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Tranche A Term Loans or Tranche E Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. Whenever any Borrower desires to make a Borrowing of any Loan (aother than a Swing Line Loan) The Borrower gave the hereunder, it shall give Administrative Agent at the Administrative Agent’s Office its Notice Address (i) in the case of Dollar denominated Loans, at least one Business Day’s prior to 9:00 a.m. written notice (or telephonic notice promptly confirmed in writing), given not later than 12:00 p.m. (New York City time) ), of each Base Rate Loan, and at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. given not later than 12:00 p.m. (New York City time), of each Eurocurrency Loan to be made hereunder and (ii) in the case of Alternative Currency Loans, at least two three Business Days’ (one Business Day in the case of Alternative Currency Loans denominated in Sterling) prior written notice (or telephonic notice promptly confirmed in writing) given not later than 12:00 p.m. (London time); provided, however, that a Notice of the Borrowing of Original Euro Tranche Term Loans with respect to Borrowings to be made on the Original Closing Date and (iii) date hereof may, at the discretion of Administrative Agent, be delivered later than the time specified above. Whenever U.S. Borrower desires that Swing Line Lender make a Swing Line Loan in Dollars under Section 2.1(c)(ii), it shall deliver to Swing Line Lender prior to 10:00 11:00 a.m. (New York City time) on the date of Borrowing written notice (or telephonic notice promptly confirmed in writing). Whenever any Borrower (other than Canadian Borrower) desires that Swing Line Lender make a Swing Line Loan in any Alternative Currency under Section 2.1(c)(ii), the applicable Borrower shall deliver to Swing Line Lender prior to 11:00 a.m. (London time) on the date of the such Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such written notice (together with or telephone notice promptly confirmed in writing). Each such notice (each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) ), which shall be in the form of Exhibit 2.5 hereto, shall be irrevocable, shall be deemed a representation by such Borrower that all conditions precedent to such Borrowing have been satisfied and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing stated in the relevant currency, (iiiii) the date of the Borrowing (which shall be a Business Day), (iii) whether the Original Closing Date) Loans being made pursuant to such Borrowing are to be Swing Line Loans, and (iv) whether the Term Loans shall consist of ABR Term being made pursuant to such Borrowing are to be Original Dollar Revolving Loans, Extended Dollar Revolving Loans, Original Euro Revolving Loans (in the case of or Multicurrency Revolving Loans, and, as applicable, whether such Loans denominated in Dollars) and/or LIBOR Term are to be Base Rate Loans or Eurocurrency Loans and, if the Term Loans are with respect to include LIBOR Term Eurocurrency Loans, the Interest Period and Applicable Currency to be initially applicable thereto. The Administrative Agent shall as promptly as practicable give each Lender that would be required to fund a portion of a proposed Borrowing written notice (or telephonic notice (promptly confirmed in writing) of the such proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share Revolver Pro Rata Share thereof and of the other matters covered by the related Notice of Borrowing. Without in any way limiting any Borrower’s obligation to confirm in writing any telephonic notice, Administrative Agent or the Swing Line Lender (in the case of Swing Line Loans) or the respective Facing Agent (in the case of Letters of Credit) may act without liability upon the basis of telephonic notice believed by Administrative Agent in good faith to be from a Responsible Officer of such Borrower prior to receipt of written confirmation. Administrative Agent’s records shall, absent manifest error, be final, conclusive and binding on each Borrower with respect to evidence of the terms of such telephonic Notice of Borrowing. Each Borrower hereby agrees not to dispute Administrative Agent’s, DB’s or such Facing Agent’s record of the time of telephonic notice.

Notice of Borrowing. (a) The Borrower gave the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. Each Term Loan Borrowing shall be made on notice, given not later than 12:00 P.M. (New York City time) at least two on the third Business Days’ Day prior written notice (or telephonic notice promptly confirmed in writing) to the date of the proposed Term Loan Borrowing in the case of a Term Loan Borrowing consisting of Initial Term Loans made on the Original Closing Date initially as LIBOR Eurodollar Rate Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the proposed Term Loan Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice in the case of a Term Loan Borrowing consisting of Delayed Draw Term Loans pursuant Base Rate Loans, by the Borrower to Section 2.3(b)the Agent, which shall give to each Lender prompt notice thereof. Each such notice by the Borrower of a Term Loan Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), (a “Notice of Borrowing”) shall specify be by telephone, confirmed by the Borrower immediately in writing, by facsimile or an email with an attached .pdf of the Notice of Borrowing in substantially the form of Exhibit B hereto, specifying therein the requested (i) the identity date of the Borrowersuch Term Loan Borrowing, (ii) the aggregate principal amount Type of the Term Loans to be made under each Term Loan Facilitycomprising such Term Loan Borrowing, (iii) the date aggregate amount of the Borrowing (which shall be the Original Closing Date) such Term Loan Borrowing, and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR a Term Loans and, if the Term Loans are to include LIBOR Term Loan Borrowing consisting of Eurodollar Rate Loans, the initial Interest Period for each such Term Loan. Each Lender shall, before 2:00 P.M. (New York City time) on the date of such Term Loan Borrowing, make available for the account of its Applicable Lending Office to be initially applicable thereto. The Administrative the Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed at the Agent’s Account, in writing) of the proposed Borrowing of Term Loanssame day funds, of such Lender’s proportionate share thereof Pro Rata Share of such Term Loan Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the other matters covered by applicable conditions set forth in Article III, the related Notice of BorrowingAgent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02.

Notice of Borrowing. (a) The Whenever a Borrower gave desires to make a Borrowing of Loans hereunder, an Authorized Officer of such Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office (i) prior to 9:00 a.m. (New York City time) at least two one Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) in the case notice of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) each Base Rate Loan and at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) notice of the Borrowing of Original Euro Tranche Term Loans each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on the Original Closing Date and (iii) prior to 10:00 a.m. a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such written notice (or written confirmation of telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d)each, a “Notice of Borrowing”) ), except as otherwise expressly provided in Section 1.10, shall specify be irrevocable and shall be given by or on behalf of the respective Borrower in the form of Exhibit A-1, appropriately completed to specify: (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the such Borrowing (which shall be a Business Day), (iii) whether the Original Closing Date) respective Borrowing shall consist of Tranche B-2 Term Loans, Tranche C-2 Term Loans, U.S. Borrower Incremental Term Loans or Bermuda Borrower Incremental Term Loans and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans being made pursuant to such Borrowing are to include LIBOR Term Loans, the Interest Period to be initially applicable theretomaintained as Base Rate Loans or Eurodollar Loans. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) which is required to make Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 1.07) and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Whenever Company desires to make a Borrowing of any Loan (aother than a Swing Line Loan) The Borrower gave the hereunder, Company shall give Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. (New York City time) its Notice Address at least two one Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans), (ii) prior to 9:00 a.m. given not later than 1:00 p.m. (New York City time) of each Base Rate Loan, and at least two three Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 ), given not later than 11:00 a.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 date hereof may, at the discretion of Administrative Agent, be delivered later than the time specified above. Whenever Company desires that the Swing Line Lender make a Swing Line Loan under Section 2.1(b)(i), it shall deliver to Swing Line Lender prior to 1:00 p.m. (New York City time) (or such later time of day as the Swing Line Lender may agree in any instance in its sole discretion) on the date of such Borrowing written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if ). Each such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) ), which shall be substantially 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 (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing (stated in the relevant currency), (iiiii) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term being made pursuant to such Borrowing are to be Swing Line Loans and, if the Term not, whether such Loans are to include LIBOR Term be Base Rate Loans or Eurocurrency Loans and, with respect to Eurocurrency Loans, the Interest Period and Applicable Currency to be initially applicable theretothereto (provided that if Company shall have failed to specify the Type, Applicable Currency or Interest Period of such Loans (and shall not have promptly responded to Administrative Agent’s request for such information), Company shall be deemed to have requested a Eurocurrency Rate Loan in Dollars, with an Interest Period of one month; provided, further, that if the date of such notice is less than three Business Days from the date of such Borrowing, Company shall be deemed to have requested a Base Rate Loan in Dollars). The Administrative Agent shall as promptly as practicable give each Lender written notice (or telephonic notice (promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share Pro Rata Share thereof and of the other matters covered by the related Notice of Borrowing. Without in any way limiting Company and Company’s obligation to confirm in writing any telephonic notice, Administrative Agent or the Swing Line Lender (in the case of Swing Line Loans) or the respective Facing Agent (in the case of Letters of Credit) may act without liability upon the basis of telephonic notice believed by Administrative Agent in good faith to be from a Responsible Officer of Company prior to receipt of written confirmation. Administrative Agent’s records shall, absent manifest error, be final, conclusive and binding on Company with respect to evidence of the time and terms of such telephonic Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date if all or any of such Term Loans are to be initially LIBOR Loans, and (iiiii) prior written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if all such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be the Original Closing Date) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (iA) prior to 9:00 a.m. 12:00 p.m. (New York City time) at least two three Business Days’ prior written notice in the case of a Borrowing of Initial Term Loans to be made on the Closing Date (or telephonic the RPS Closing Date, in the case of any Delayed Draw Term Loans) if such Initial Term Loans are to be LIBOR Loans and (B) prior to 12:00 p.m. (New York City time) written notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed the RPS Closing Date, in writingthe case of any Delayed Draw Term Loans) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiB) the date of the Borrowing (which shall be the Original Closing Date, or, in the case of any Delayed Draw Term Loans, the RPS Closing Date) and (ivC) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The To request a Revolving Credit Loan to be made hereunder (other than Borrowings to repay Unpaid Drawings), the Borrower gave shall give the Administrative Agent at an office of the Administrative Agent’s Office 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) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior a written notice Notice of Borrowing (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. 12:00 noon (New York City time) at least two three Business Days’ Days prior to the proposed day of each Borrowing of LIBOR Loans and (ii) a written notice Notice of Borrowing (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date proposed day of the each Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Each such Notice of Borrowing”) , except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Revolving Credit Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the Borrowing (which shall be the Original Closing Date) and a Business Day), (iviii) whether the Term Loans Borrowing shall consist of ABR Term Loans or LIBOR Loans, (in the case iv) if such Borrowing shall consist of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest LIBOR Period to be initially applicable theretothereto and (v) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Revolving Credit Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Loans under any Facility, it shall give the Administrative Agent at the Administrative Agent’s Notice Office (i) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing), which notice must be given prior to 11:00 A.M. (New York time) three Business Days prior to the date of Borrowing in the case of a each Borrowing of Initial Term Eurodollar Loans made on the Original Closing Date initially as LIBOR Loans, (ii) and prior to 9:00 a.m. 11:00 A.M. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of Borrowing in the case of each Borrowing of Initial Term Base Rate Loans if such Initial Term Loans are to be ABR Loansincurred hereunder. Such Each such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d)each, a “"Notice of Borrowing”") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A-1, appropriately completed to specify (i) the identity of the BorrowerFacility pursuant to which such Borrowing is to be made, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iii) the date of the such Borrowing (which shall be the Original Closing Datea Business Day) and (iv) whether the Term Loans respective Borrowing shall consist of ABR Term Base Rate Loans (in or, to the case of Loans denominated in Dollars) and/or LIBOR Term extent permitted hereunder, Eurodollar Loans and, if the Term Loans are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans under the Facility specified in the respective Notice of Borrowing written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such Lender’s 's proportionate share thereof thereof, if any, and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The applicable Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and if such Term Loans are to be initially LIBOR Loans (iii) or prior to 10:00 9:00 a.m. (New York City time) two Business Days’ prior written notice in the case of a Borrowing of Term Loans to be made on the Restatement Effective Date initially as LIBOR Loans), and (ii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon (New York City time) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall specify (i) the identity of the Borrowerapplicable Borrower(s), (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan the applicable Credit Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever a Borrower gave desires to make a Borrowing of Loans hereunder, an Authorized Officer of such Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office (i) prior to 9:00 a.m. (New York City time) at least two one Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) each Base Rate Loan and at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made each Eurodollar Loan, provided that any such notice shall be deemed to have been given on the Original Closing Date and (iii) prior to 10:00 a.m. a certain day only if given before 12:00 Noon (New York City time) on such day. Each such written notice (or written confirmation of telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d)each, a “Notice of Borrowing”) ), except as otherwise expressly provided in Section 2.10, shall specify be irrevocable and shall be given by or on behalf of the respective Borrower in the form of Exhibit A-1, appropriately completed to specify: (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the such Borrowing (which shall be a Business Day), (iii) whether the Original Closing Date) and respective Borrowing shall consist of Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Incremental Term Loans, (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Incremental Term Loans, the Borrower thereof, and (v) whether the Loans denominated in Dollars) and/or LIBOR Term being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if the Term Loans are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto, which shall be three months. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) which is required to make Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.07) and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Loans (other than borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office Office, (i) prior to 9:00 a.m. (New York City time) 1:00 p.m. at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Loans if such Loans are to be initially LIBOR Loans (or prior to 9:00 a.m. two Business Days’ prior written notice in the case of a Borrowing of Loans to be made on the Original Closing Date initially as LIBOR Loans) and (iii) prior to 10:00 a.m. (New York City timeii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 noon on the date of the each Borrowing of Initial Term Loans if such Initial Term Loans that are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiB) the date of the Borrowing (which shall be the Original Closing Date) and a Business Day), (ivC) whether the Term Loans respective Borrowing shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration) and (D) the amount of the then effective Borrowing Base, the current aggregate Total Exposures (without regard to the requested Borrowing) of all Lenders and the pro forma aggregate Total Exposures (giving effect to the requested Borrowing) of all Lenders. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s proportionate share Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever a Borrower gave desires to incur Revolving Loans (other than Mandatory Borrowings, Protective Advances or borrowings to repay Unpaid Drawings), the Borrower Representative shall give the Administrative Agent at the Administrative Agent’s Office Office, (i) prior to 9:00 a.m. 1:00 p.m. (New York City Toronto time) at least two three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a each Borrowing of Initial Term Revolving Loans made on the Original Closing Date initially as that are LIBOR Loans, EURIBOR Loans or by way of Banker’s Acceptances and BA Equivalent Notes and (ii) prior to 9:00 a.m. 1:00 p.m. (New York City Toronto time) at least two one Business Days’ Day prior to such Borrowing written notice of each Borrowing of Revolving Loans that are Prime Rate Loans, ABR Loans or European Base Rate Loans (or telephonic such shorter notice promptly confirmed as is approved by the Administrative Agent in writing) its reasonable discretion); provided, however, that any notice in respect of the Borrowing of Original Euro Tranche Term Loans Borrowings to be made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b)Date, each notice of a including any Borrowing of Revolving Credit Loans pursuant that are LIBOR Loans, EURIBOR Loans or by way of Banker’s Acceptances and BA Equivalent Notes, may be provided on the Business Day prior to Section 2.3(c) and each such advance. Each such notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), (a “Notice of Borrowing”) ), except as otherwise expressly provided in Section 2.10, shall specify (i) the identity of the Borrower, (iiv) the aggregate principal amount of the Term Loans Revolving Loans, and the Class or Classes of Revolving Loans, to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiw) the date of the Borrowing (which shall be the Original Closing Date) and a Business Day), (ivx) whether the Term respective Borrowing shall be in Dollars and shall consist of Prime Rate Loans or Banker’s Acceptances and BA Equivalent Notes, shall be in U.S. Dollars and shall consist of ABR Term Loans or LIBOR Loans or shall be in Euros and shall consist of European Base Rate Loans or EURIBOR Loans, in each case that are Revolving Loans, (y) in the case respect of Borrowings by way of Banker’s Acceptances and BA Equivalent Notes, LIBOR Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term or EURIBOR Loans, the Interest Period to be initially applicable theretothereto and (z) the identity of the applicable Borrower. If no election of an Interest Period is specified in any such Notice of Borrowing by way of Banker’s Acceptances and BA Equivalent Notes, LIBOR Loans or EURIBOR Loans, such notice shall be deemed a request for an Interest Period of one (1) month. If no election is made as to the Type of Revolving Loan, such notice shall be deemed a request for a Borrowing of Prime Rate Loans in Dollars, ABR Loans in U.S. Dollars or European Base Rate Loans in Euros, as applicable, and, if the currency is not specified, such notice shall be deemed a request for a Borrowing in Dollars by CGI Borrower and in U.S. Dollars by Swiss Borrower. The Administrative Agent shall promptly give each applicable Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Revolving Loans, of such Lender’s proportionate share thereof Revolving Credit Commitment Percentage in respect of the Class of Revolving Loans being borrowed, of the identity of the Borrower, the Type of Borrowing being requested, the Interest Period or Interest Periods applicable thereto, as appropriate, and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. Whenever any Borrower desires to make a Borrowing of any Loan (aother than a Swing Line Loan) The Borrower gave the hereunder, it shall give Administrative Agent at the Administrative Agent’s Office its Notice Address (i) in the case of Dollar denominated Loans, at least one Business Day’s prior to 9:00 a.m. written notice (or telephonic notice promptly confirmed in writing), given not later than 12:00 p.m. (New York City time) ), of each Base Rate Loan, and at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. given not later than 12:00 p.m. (New York City time), of each Eurocurrency Loan to be made hereunder and (ii) in the case of Alternative Currency Loans, at least two three Business Days’ (one Business Day in the case of Alternate Currency Loans denominated in Sterling) prior written notice (or telephonic notice promptly confirmed in writing) given not later than 12:00 p.m. (London time); provided, however, that a Notice of the Borrowing of Original Euro Tranche Term Loans with respect to Borrowings to be made on the Original Closing Date and (iii) date hereof may, at the discretion of Administrative Agent, be delivered later than the time specified above. Whenever U.S. Borrower desires that U.S. Swing Line Lender make a Swing Line Loan under Section 2.1(c)(i), it shall deliver to U.S. Swing Line Lender prior to 10:00 11:00 a.m. (New York City time) on the date of Borrowing written notice (or telephonic notice promptly confirmed in writing). Whenever any Borrower (other than Canadian Borrower) desires that European Swing Line Lender make a European Swing Line Loan under Section 2.1(c)(ii), the applicable Borrower shall deliver to European Swing Line Lender prior to 11:00 a.m. (London time) on the date of the such Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such written notice (together with or telephone notice promptly confirmed in writing). Each such notice (each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) ), which shall be in the form of Exhibit 2.5 hereto, shall be irrevocable, shall be deemed a representation by such Borrower that all conditions precedent to such Borrowing have been satisfied and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing stated in the relevant currency, (iiiii) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (iviii) whether the Term Loans shall consist of ABR Term being made pursuant to such Borrowing are to be Swing Line Loans, and if not, whether such Loans (in the case of are to be Base Rate Loans denominated in Dollars) and/or LIBOR Term or Eurocurrency Loans and, if the Term Loans are with respect to include LIBOR Term Eurocurrency Loans, the Interest Period and Applicable Currency to be initially applicable thereto. The Administrative Agent shall as promptly as practicable give each Lender that would be required to fund a portion of a proposed Borrowing written notice (or telephonic notice (promptly confirmed in writing) of the such proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share Revolver Pro Rata Share thereof and of the other matters covered by the related Notice of Borrowing. Without in any way limiting any Borrower’s obligation to confirm in writing any telephonic notice, Administrative Agent or the Swing Line Lender (in the case of Swing Line Loans) or the respective Facing Agent (in the case of Letters of Credit) may act without liability upon the basis of telephonic notice believed by Administrative Agent in good faith to be from a Responsible Officer of such Borrower prior to receipt of written confirmation. Administrative Agent’s records shall, absent manifest error, be final, conclusive and binding on each Borrower with respect to evidence of the terms of such telephonic Notice of Borrowing. Each Borrower hereby agrees not to dispute Administrative Agent’s, DB’s or such Facing Agent’s record of the time of telephonic notice.

Notice of Borrowing. (a) The Revolving Loans to be incurred by the Borrower gave on the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior Restatement Effective Date shall be set forth in a written notice (or telephonic notice promptly confirmed in writing) in delivered by the case of a Borrowing of Initial Term Loans made on Borrower to the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. Administrative Agent at its Notice Office no later than 12:00 Noon (New York City time) on the Business Day immediately prior to the Restatement Effective Date. Whenever the Borrower desires to incur Revolving Loans after the Restatement Effective Date, it shall give the Administrative Agent at least two Business Days’ prior its Notice Office, written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Eurodollar Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. 12:00 Noon (New York City time) on the third Business Day preceding the date of the proposed Borrowing and written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be made hereunder prior to 10:00 A.M. (New York time) on the date of the Borrowing proposed Borrowing. Each of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice the foregoing notices (each, together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d)Loans, a “"Notice of Borrowing”") shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Revolving Loans to be made under each Term Loan Facilityincurred, (iiiii) the date of the Borrowing incurrence (which shall be the Original Closing Datea Business Day) and (iviii) whether the Term Loans respective incurrence shall consist of ABR Term Base Rate Loans (in or, to the case of Loans denominated in Dollars) and/or LIBOR Term extent otherwise permitted, Eurodollar Loans and, if the Term Loans are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such Lender’s the proportionate share thereof of each Bank and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to ------------------- incur Loans under any Facility (other than the Administrative Swingline Facility and any Mandatory Borrowings), it shall give the Agent at the Administrative Agent’s Office (i) its Notice Office, prior to 9:00 a.m. 12:00 Noon (New York City time) ), at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Eurodollar Loans made on the Original Closing Date and (iii) at least one Business Day's prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the each Borrowing of Initial Term Base Rate Loans if such Initial Term Loans are to be ABR Loansmade hereunder. Such Each such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “"Notice of Borrowing”") shall be in the form of Exhibit A and shall be irrevocable and shall specify (i) the identity of the BorrowerFacility pursuant to which such Borrowing is being made, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iii) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (iv) whether the Term Loans respective Borrowing shall consist of ABR Term Base Rate Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term or Eurodollar Loans and, if the Term Loans are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Additional Tranche A Term Loans and Additional Tranche B Term Loans shall be made initially as Base Rate Loans. The Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such Lender’s 's proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Loans (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office Office, (i) prior to 9:00 a.m. (New York City time) 1:00 p.m. at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Loans if such Loans are to be initially LIBOR Loans (or prior to 1:00 p.m. two Business Days’ prior written notice in the case of a Borrowing of Loans to be made on the Original Closing Date initially as LIBOR Loans) and (iii) prior to 10:00 a.m. (New York City timeii) written notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. on the date of the each Borrowing of Initial Term Loans if such Initial Term Loans that are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Swingline Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiB) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (ivC) whether the Term Loans respective Borrowing shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date if all or any of such Term Loans are to be initially LIBOR Loans, and (iiiii) prior written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if all such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be the Original Closing Date) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in of the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, the Borrowing of 2019 Incremental Term Loans or any Borrowing of Incremental Term Loans (unless otherwise set forth in the applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially Eurodollar Loans and (ii) written notice prior to 9:00 a.m. 12:00 p.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans, the Borrowing of 2019 Incremental Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall be in substantially the form of Exhibit D and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Initial Term Loans or, the 2019 Incremental Term Loans or any other Incremental Term Loans, as the case may be, to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be be, (wv) in the Original case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the definition of Initial Term Loan Commitments, the Closing Date, (xw) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, the First Incremental Agreement Effective Date, (yx) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (c) of the definition of Initial Term Loan Commitments, the Second Incremental Agreement Effective Date, (y) in the case of the 2019 Incremental Term Loans, the Third Incremental Agreement Effective Date, and, (z) in the case of Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iviii) whether the Initial Term Loans or, the 2019 Incremental Term Loans or other Incremental Term Loans, as the case may be, shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Eurodollar Loans and, if the Initial Term Loans, the 2019 Incremental Term Loans or Incremental Term Loans, as the case may be, are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto; provided that the Notice of Borrowing for a Borrowing of Term Loans shall be revocable so long as the Borrower agrees to comply with the applicable provisions of Section 2.11 upon any such revocation. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Initial Term Loans or, 2019 Incremental Term Loans or other Incremental Term Loans, as the case may be, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Loans (other than Swingline Loans, Mandatory Borrowings or borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office Office, (i) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York City time) at least three Business Days prior to each Borrowing of Loans that are to be LIBOR Loans and (ii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 p.m. (New York City time) on the date of the each Borrowing of Initial Term Loans if such Initial Term Loans that are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Swingline Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiB) the date of the Borrowing (which shall be the Original Closing Date) a Business Day), and (ivC) whether the Term Loans respective Borrowing shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall promptly give each applicable Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s proportionate share Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to make a Borrowing hereunder, it shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. (New York City time) its office located at One Bankers Trust Plaza, 100 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at least two one (1) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ Day's prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date each Prime Rate Loan, and at least (iii3) three Business Days' prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Rate Loan, to be made hereunder. In each case such notice shall be given prior to 1:00 p.m. (New York City time) on the date specified. Each such notice (a "Notice of Borrowing"), which shall be in the form of Exhibit 2.5 hereto, 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) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day) and (iii) whether the Loans being made pursuant to such Borrowing are to be Prime Rate Loans or Eurodollar Rate Loans and, with respect to Eurodollar Rate Loans, the Interest Period to be applicable thereto. The Agent shall as promptly as practicable give each Revolving Lender and Supplemental Revolving Lender written notice (or telephonic notice confirmed in writing) of each proposed Borrowing of Term with respect to Revolving Loans and Supplemental Revolving Loans, of such Revolving Lender’s proportionate share 's Revolving Loan Pro Rata Share thereof, of such Supplemental Revolving Lender's Supplemental Revolving Loan Pro Rata Share thereof and of the other matters covered by the related Notice of Borrowing. The Agent shall promptly give the Borrower written or telephonic notice as to the aggregate principal amount of Revolving Loans and Supplemental Revolving Loans for each Borrowing as determined by the Agent pursuant to Section 2.17. Without in any way limiting the Borrower's obligation to confirm in writing any telephonic notice, the Agent may act without liability upon the basis of telephonic notice believed by the Agent in good faith to be from the Borrower prior to receipt of written confirmation, with the Agent's records being, absent manifest error, conclusive and binding on all parties hereto.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to make a Borrowing of any Loan hereunder, it shall give the Administrative Agent at its office located at 00 Xxxxxx Xxxxxx, 5th Floor, Jersey City, New Jersey 07302 (or such other address as the Administrative AgentAgent may hereafter designate in writing to the parties hereto) (the “Notice Address”) at least one Business Day’s Office prior written notice (i) prior to 9:00 a.m. or telephonic notice promptly confirmed in writing), given not later than 1:00 p.m. (New York City time) of each Base Rate Loan, and at least two 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 Dollar denominated Eurocurrency Loan to be made hereunder and at least four Business Days prior written notice (or telephone notice promptly confirmed in writing) given not later than 1:00 p.m. (New York time), of each Loan denominated in an Alternative Currency; provided, however, that a Notice of Borrowing with respect to the case Initial Borrowing may, at the discretion of the Administrative Agent, be delivered later than the time specified above. Whenever the Borrower desires that Swing Line Lender make a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR LoansSwing Line Loan under Section 2.1(c), (ii) it shall deliver to Swing Line Lender prior to 9:00 a.m. 1:00 p.m. (New York City time) on the date of Borrowing (at least two one Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) Day prior to 10:00 a.m. (New York City timethe date of Borrowing for Swing Line Loans denominated in an Alternative Currency) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if ). Each such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) ), which shall be in the form of Exhibit 2.5 hereto, 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) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the Borrowing (which shall be a Business Day), (iii) whether the Original Closing Date) and Loans being made pursuant to such Borrowing are to be Base Rate Loans or Eurocurrency Loans or both, (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are with respect to include LIBOR Term Eurocurrency Loans, the Interest Period to be initially applicable theretothereto and (v) with respect to Revolving Loans, the amount of the Overdraft Reserve at such time. The Administrative Agent shall as promptly as practicable give each Lender written notice (or telephonic notice (promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share Pro Rata Share thereof and of the other matters covered by the related Notice of Borrowing. Without in any way limiting the Borrower’s obligation to confirm in writing any telephonic notice, the Administrative Agent or the Swing Line Lender (in the case of Swing Line Loans) may act without liability upon the basis of telephonic notice believed by the Administrative Agent in good faith to be from a Responsible Officer of the Borrower prior to receipt of written confirmation. The Administrative Agent’s records shall, absent manifest error, be final, conclusive and binding on the Borrower with respect to evidence of the terms of such telephonic Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s 's Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche the Term Loans made on if all or any of the Original Closing Date Term Loans are to be initially Eurodollar Loans and (iiiii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 A.M. (New York time) on the date of the Borrowing of Initial the Term Loans if such Initial all the Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “"Notice of Borrowing”") shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing borrowing (which shall be a Business Day and, in the Original case of the initial borrowing, shall be the Closing Date) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Eurodollar Term Loans and, if the Term Loans are to include LIBOR Eurodollar Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s 's proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date if all or any of such Term Loans are to be initially Eurodollar Loans, and (iiiii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York time) on the date of the Borrowing of Initial Term Loans if all such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing borrowing (which shall be the Original Closing Date) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Eurodollar Term Loans and, if the Term Loans are to include LIBOR Eurodollar Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Initial Term Loans made on or any Borrowing of Incremental Term Loans (unless otherwise set forth in the Original Closing Date applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially Eurodollar Loans, and (iiiii) prior written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify substantially in the form of Exhibit D (i) the identity of the Borrower, (ii) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be (x) in the Original case of Initial Term Loans, the Closing Date) Date and (ivy) in the case of Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class), (iii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Eurodollar Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable theretothereto and (iv) whether the Initial Term Loans are being borrowed under the Initial Tranche A Term Loan Facility or Initial Tranche B Term Loan Facility. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave Borrowers shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 11:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Revolving Loans to be made on the Original Closing Date initially as if such Revolving Loans are to be LIBOR Loans, (ii) prior to 9:00 11:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of the a Borrowing of Original Euro Tranche Term Revolving Loans to be made on after the Original Closing Date if such Revolving Loans are to be LIBOR Loans and (iii) prior to 10:00 11:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on in the date case of the a Borrowing of Initial Term Revolving Loans made on or after the Closing Date if such Initial Term Revolving Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Revolving Loans to be made under each Term Loan Facilitymade, (iii) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (iv) whether the Term Revolving Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Revolving Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Revolving Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever a Borrower gave desires to incur Revolving Loans, it shall give the Administrative Agent at the Administrative Agent’s Office its Notice Office, (ix) prior to 9:00 a.m. 3:00 P.M. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Eurodollar Loans made on the Original Closing Date and in Dollars, (iiiy) prior to 10:00 a.m. 11:00 A.M. (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans constituting Alternate Currency Loans and (z) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 P.M. (New York time) on the date of the each Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Base Rate Loans. Such Each such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d)each, a “Notice of Borrowing”) shall be in the form of Exhibit A-1 and shall be irrevocable and shall specify (i) the identity of the applicable Borrower, (ii) in the case of Alternate Currency Loans, the Approved Currency for such Loans, (iii) the aggregate principal amount of the Term Revolving Loans to be made under each Term Loan Facilitypursuant to such Borrowing (stated in the applicable Approved Currency), (iiiiv) the date of the Borrowing (which shall be the Original Closing Date) and a Business Day), (ivv) whether the Term Loans respective Borrowing shall consist of ABR Term Base Rate Loans or Eurodollar Loans, (in the case of Loans denominated in Dollarsvi) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto and (vii) if DB Loans, the DB Loan Maturity Date to be applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of the portion thereof to be funded by such Lender’s proportionate share thereof Lender and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The applicable Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and if such Term Loans are to be initially LIBOR Loans (iii) or prior to 10:00 9:00 a.m. (New York City time) two Business Days’ prior written notice in the case of a Borrowing of Term Loans to be made on the Closing Date initially as LIBOR Loans) and (ii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon (New York City time) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be the Original Closing Date) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable theretothereto (it being agreed that the initial Interest Period applicable to the Term Loans made on the Closing Date shall commence on such date and shall end on July 31, 2007). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in of the case of a Borrowing of Initial Term Loans made on or any Borrowing of Incremental Term Loans (unless otherwise set forth in the Original Closing Date applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially as LIBOR Loans, Fixed Rate Loans and (iiiii) written notice prior to 9:00 a.m. 12:00 p.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of such Initial Term Loans are to be ABR Loans; provided that any notice of a Fixed Rate Borrowing to be made on the Closing Date or any Incremental Facility Closing Date (whether Fixed Rate Loans or ABR Loans) may be given not later than 11:00 a.m. (New York City time) (or such later date as the Administrative Agent may reasonably agree) (x) one Business Day prior to the date of the proposed Borrowing in the case of a Borrowing denominated in Dollars and (y) two Business Days prior to the date of the proposed Borrowing in the case of a Borrowing denominated in an Alternative Currency, which notice may be subject to the effectiveness of the Credit Agreement. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall be in substantially the form of Exhibit C 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) and shall specify (i) the identity aggregate principal amount and currency of the BorrowerInitial Term Loans or Incremental Term Loans, as the case may be, to be made, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, (iii) the date of the Borrowing (which shall be be, (x) in the Original case of the Initial Term Loans, the Closing Date, and, (y) in the case of the Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iviii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Fixed Rate Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include LIBOR Term Fixed Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) ; provided that the Notice of the proposed Borrowing for a Borrowing of Term Loans, Loans shall be revocable so long as the Borrower agree to comply with the applicable provisions of Section 2.11 upon any such Lender’s proportionate share thereof and of the other matters covered revocation. Such notice may be given by the related (A) telephone or (B) 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 request the borrowing of the Loans on a New Money DDTL Funding Date, the Borrower shall give the Administrative Agent written notice prior to (a) The Borrower gave with respect to the Administrative Agent at Interim New Money Delayed Draw Term Loan, 12:00 noon (New York City time) on the Administrative Agent’s Office date of the proposed borrowing, (ib) prior with respect to 9:00 a.m. the Final New Money Delayed Draw Term Loan requested thereafter, 1:00 p.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) Days prior to 9:00 a.m. the date of the proposed borrowing and (c) with respect to any Severance New Money Delayed Draw Term Loan requested thereafter, 1:00 p.m. (New York City time) at least two at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) Days prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loansproposed borrowing. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall be revocable if any of the conditions in Section 4.01 or 4.02 that are not reasonably within the control of the Borrower are not satisfied or waived. Such Notice of Borrowing shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiii) the proposed date of the Borrowing (which shall be the Original Closing Datea Business Day) and (iviii) whether that the Term proceeds of the Loans shall consist be disbursed directly into the DIP Term Loan Proceeds Account. Each Notice of ABR Term Loans (Borrowing shall be in substantially the case form of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. Exhibit F. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writingwhich may be given by email) of the proposed Borrowing borrowing of Term Loans, of such LenderXxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Initial Term Loans made on or any Borrowing of Incremental Term Loans (unless otherwise set forth in the Original Closing Date applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially Eurodollar Loans, and (iiiii) prior written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify substantially in the form of Exhibit D (i) the identity of the Borrower, (ii) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be (x) in the Original case of Initial Term Loans, the Closing Date) Date and (ivy) in the case of Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class), (iii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Eurodollar Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable theretothereto and (iv) whether the Initial Term Loans are being borrowed under the 2017 Initial Tranche A Term Loan Facility or Initial Tranche B Term Loan Facility. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever a Borrower gave desires to make a Borrowing of Loans hereunder, an Authorized Officer of such Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office (i) prior to 9:00 a.m. (New York City time) at least two one Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) in the case notice of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) each Base Rate Loan and at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) notice of the Borrowing of Original Euro Tranche Term Loans each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on the Original Closing Date and (iii) prior to 10:00 a.m. a certain day only if given before 2:00 P.M. (New York City time) on such day. Each such written notice (or written confirmation of telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d)each, a “Notice of Borrowing”) ), except as otherwise expressly provided in Section 1.10, shall specify be irrevocable and shall be given by or on behalf of the respective Borrower in the form of Exhibit A-1, appropriately completed to specify: (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the such Borrowing (which shall be a Business Day), (iii) whether the Original Closing Date) respective Borrowing shall consist of Tranche B-1 Term Loans, Tranche C-1 Term Loans, U.S. Borrower Incremental Term Loans or Bermuda Borrower Incremental Term Loans and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans being made pursuant to such Borrowing are to include LIBOR Term Loans, the Interest Period to be initially applicable theretomaintained as Base Rate Loans or Eurodollar Loans. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) which is required to make Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 1.07) and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans to be made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Loans (other than Swingline Loans, Mandatory Borrowings or borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office Office, (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and if such Loans are to be initially LIBOR Loans (iii) or prior to 10:00 a.m. 12:00 p.m. noon (New York City time) two Business Days’ prior written notice in the case of a Borrowing of Loans to be made on the Closing Date initially as LIBOR Loans) and (ii) written notice (or telephonic notice promptly confirmed in writing) prior to 11:00 a.m. (New York City time) on the date of the each Borrowing of Initial Term Loans if such Initial Term Loans that are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Swingline Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiB) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (ivC) whether the Term Loans respective Borrowing shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s proportionate share Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.. (b) Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Swingline Loans prior to 3:00 p.m. (New York City time) on the date of such Borrowing. Each such notice shall specify (i) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing and (ii) the date of Borrowing (which shall be a Business Day). The Administrative Agent shall promptly give the Swingline Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Swingline Loans and of the other matters covered by the related Notice of Borrowing. (c) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(c), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section. (d) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a). (e) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to - 67- 727670773 12335469

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Initial Term Loans made on or any Borrowing of Incremental Term Loans (unless otherwise set forth in the Original Closing Date applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially Eurodollar Loans, and (iiiii) prior written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(dc), a “Notice of Borrowing”) shall specify substantially in the form of Exhibit D (i) the identity of the Borrower, (ii) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be (x) in the Original Closing Date) case of Initial Term Loans, the Effective Date and (ivy) in the case of Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class), and (iii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Eurodollar Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in of the case of a Borrowing of Initial Term Loans made on or any Borrowing of Incremental Term Loans (unless otherwise set forth in the Original Closing Date applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially as LIBOR Loans, Fixed Rate Loans and (iiiii) written notice prior to 9:00 a.m. 12:00 p.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of such Initial Term Loans are to be ABR Loans; provided that any notice of a Fixed Rate Borrowing to be made on the Closing Date or any Incremental Facility Closing Date (whether Fixed Rate Loans or ABR Loans) may be given not later than 11:00 a.m. (New York City time) (or such later date as the Administrative Agent may reasonably agree) (x) one Business Day prior to the date of the proposed Borrowing in the case of a Borrowing denominated in Dollars and (y) two Business Days prior to the date of the proposed Borrowing in the case of a Borrowing denominated in an Alternative Currency, which notice may be subject to the effectiveness of the Credit Agreement. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall be in substantially the form of Exhibit C 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) and shall specify (i) the identity aggregate principal amount and currency of the BorrowerInitial Term Loans or Incremental Term Loans, as the case may be, to be made, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, (iii) the date of the Borrowing (which shall be be, (x) in the Original case of the Initial Term Loans, the Closing Date, and, (y) in the case of the Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iviii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.Fixed -106- #95203802v2296160609v3 #96160609v5

Notice of Borrowing. (a) The Whenever the Borrower gave desires to make a Borrowing of Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at the Administrative Agent’s Office (i) its Notice Office, prior to 9:00 a.m. 12:00 Noon (New York City time) ), at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Eurodollar Loans made on the Original Closing Date and (iii) at least one Business Day’s prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the each Borrowing of Initial Term Base Rate Loans if such Initial Term Loans are to be ABR Loansmade hereunder. Such Each such written notice or written confirmation of telephonic notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d)each, a “Notice of Borrowing”) shall, except as otherwise expressly provided in Section 2.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall specify be given by an Authorized Officer of the Borrower in the form of Exhibit A-1, appropriately completed to specify: (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the such Borrowing (which shall be a Business Day), (iii) whether the Original Closing Date) respective Borrowing shall consist of Revolving Loans or Incremental Term Loans and, if Incremental Term Loans, the specific Tranche thereof and (iv) whether the Term Loans respective Borrowing shall consist of ABR Term Base Rate Loans (in or, to the case of Loans denominated in Dollars) and/or LIBOR Term extent permitted hereunder, Eurodollar Loans and, if the Term Loans are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share thereof and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to make ------------------- a Borrowing hereunder, it shall give the Administrative Agent at the Administrative Agent’s Office (i) its Notice Office, prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior on the proposed date of such Borrowing written notice (or telephonic notice promptly confirmed in writing) in the case of a each Borrowing of Initial Term Base Rate Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) and at least two three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Eurodollar Loans or Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written B Loans. Each such notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “"Notice of Borrowing”) "), except as otherwise expressly provided in Section 2.10, -------------------- shall specify be irrevocable and shall be given by the Borrower in the form of Exhibit A-1, appropriately completed to specify: (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, pursuant to such Borrowing which shall be at least the Minimum Borrowing Amount; (iiiii) the date of the such Borrowing (which shall be a Business Day); (iii) whether the Original Closing Date) Loans being made pursuant to such Borrowing shall constitute Tranche B Loans or Revolving Loans; and (iv) whether the Term Revolving Loans shall consist of ABR Term being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term or Eurodollar Loans and, if the Term Loans are to include LIBOR Term Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing of Term LoansBorrowing, of such Lender’s Bank's proportionate share thereof and of the other matters covered by specified in the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to ------------------- incur a Borrowing of Loans (excluding Revolving Loans incurred pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office (i) prior to 9:00 a.m. (New York City time) at least two one Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ Day's prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date each Base Rate Loan and (iii) at least three Business Days' prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) 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 1:00 P.M. (New York time) on such day. Each such 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 be given by the proposed Borrower in the form of Exhibit A, appropriately completed to specify (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing of (which shall be a Business Day) and (iii) whether the Loans being made pursuant to such Borrowing shall constitute Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, Tranche D Term Loans or Revolving Loans and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Bank notice of such Lender’s proposed Borrowing, of such Bank's proportionate share thereof and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to make a Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at the Administrative Agent’s Office (i) its Notice Office, prior to 9:00 a.m. 10:00 A.M. (New York City time) at least two one Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ Day's prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Base Rate Loans made on the Original Closing Date and (iii) at least three Business Days' prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed each Borrowing of Eurodollar Loans. Each such notice (each, a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A-1, appropriately completed to specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being made pursuant to such Borrowing shall constitute A Term Loans, B Term Loans, Revolving Loans or Capital Expenditure Loans and (iv) whether the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. Any notice received after 10:00 A.M. (New York time) shall be deemed to be received on the next succeeding Business Day. The Agent shall promptly give each Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing notice of such Lender’s proposed Borrowing, of such Bank's proportionate share thereof and of the other matters covered by specified in the related Notice of Borrowing.

Notice of Borrowing. Whenever Company, European Holdco or any Subsidiary Borrower desires to make a Borrowing of any Loan (aother than a Swing Line Loan) The hereunder, Company and the applicable Borrower gave the shall give Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. (New York City time) its Notice Address at least two one Business Days’ Day's prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans), (ii) prior to 9:00 a.m. given not later than 1:00 p.m. (New York City time) of each Base Rate Loan, and at least two 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 the each Eurocurrency Loan to be made hereunder; provided, however, that a Notice of Borrowing of Original Euro Tranche Term Loans with respect to Borrowings to be made on the Original Closing Date and (iii) date hereof may, at the discretion of Administrative Agent, be delivered later than the time specified above. Whenever Company desires that U.S. Swing Line Lender make a U.S. Swing Line Loan under Section 2.1(c)(i)(1), it shall deliver to U.S. Swing Line Lender prior to 10:00 a.m. 1:00 p.m. (New York City time) on the date of such Borrowing written notice (or telephonic notice promptly confirmed in writing). Whenever any Borrower (other than Canadian Borrower) desires that European Swing Line Lender make a European Swing Line Loan under Section 2.1(c)(i)(2), Company and the applicable Borrower shall deliver to European Swing Line Lender prior to 1:00 p.m. (London time) on the date of the such Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such written notice (together with or telephone notice promptly confirmed in writing). Each such notice (each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “"Notice of Borrowing”) "), which shall be in the form of Exhibit 2.5 hereto, shall be irrevocable, shall be deemed a representation by Company and the applicable Borrower that all conditions precedent to such Borrowing have been satisfied and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing (stated in the relevant currency), (iiiii) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term being made pursuant to such Borrowing are to be Swing Line Loans and, if the Term not, whether such Loans are to include LIBOR Term be Base Rate Loans or Eurocurrency Loans and, with respect to Eurocurrency Loans, the Interest Period and Applicable Currency to be initially applicable thereto. The Administrative Agent shall as promptly as practicable give each Lender written notice (or telephonic notice (promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share 's Pro Rata Share thereof and of the other matters covered by the related Notice of Borrowing. Without in any way limiting Company and the applicable Borrower's obligation to confirm in writing any telephonic notice, Administrative Agent or the Swing Line Lender (in the case of Swing Line Loans) or the respective Facing Agent (in the case of Letters of Credit) may act without liability upon the basis of telephonic notice believed by Administrative Agent in good faith to be from a Responsible Officer of Company and the applicable Borrower prior to receipt of written confirmation. Administrative Agent's records shall, absent manifest error, be final, conclusive and binding on Borrowers with respect to evidence of the terms of such telephonic Notice of Borrowing. Borrowers hereby agree not to dispute Administrative Agent's, DB's or such Facing Agent's record of the time of telephonic notice.

Notice of Borrowing. (a) The Whenever a Borrower gave desires to make a Borrowing of Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), an Authorized Officer of such Borrower shall give the Administrative Agent at the Administrative Agent’s its Notice Office (i) prior to 9:00 a.m. (New York City time) at least two one Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) in the case notice of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loanseach Base Rate Loan, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) notice of the Borrowing of Original Euro Tranche Term Loans each Eurodollar Rate Loan to be made on the Original Closing Date in U.S. Dollars and (iii) at least three Business Days’ prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date notice of the Borrowing of Initial Term Loans if such Initial Term Loans are each Euro Rate Loan to be ABR Loansmade in Euros hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 P.M. (New York time) on such day. Such Each such written notice or written confirmation of telephonic notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d)each, a “Notice of Borrowing”) ), except as otherwise expressly provided in Section 1.10, shall specify be irrevocable and shall be given by or on behalf of the respective Borrower in the form of Exhibit A-1, appropriately completed to specify: (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowing (stated in the relevant Available Currency), (ii) whether the respective Borrowing shall constitute an Agent Advance (it being understood that the Administrative Agent shall be under each Term Loan Facilityno obligation to make such Agent Advance), (iii) the date of the such Borrowing (which shall be the Original Closing Date) and a Business Day), (iv) whether the Term Loans respective Borrowing shall consist of ABR U.S. Borrower Term Loans, European Borrower U.S. Dollar Term Loans, European Borrower Euro Term Loans, U.S. ABL Borrowers Revolving Loans or European Borrower Revolving Loans, (v) in the case of U.S. Dollar Denominated Loans, whether the U.S. Dollar Denominated Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans being made pursuant to such Borrowing are to include LIBOR Term be initially maintained as Base Rate Loans or Eurodollar Loans and (vi) in the case of Euro Rate Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) which is required to make Loans of the Tranche specified in the respective Notice of Borrowing notice of such proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 1.07) and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. Whenever Company, European Holdco or any Other Subsidiary Borrower desires to make a Borrowing of any Loan (aother than a Swing Line Loan) The hereunder, Company or the applicable Borrower gave the shall give Administrative Agent at the Administrative Agentits Notice Address at least one Business Day’s Office prior written notice (i) prior to 9:00 a.m. or telephonic notice promptly confirmed in writing), given not later than 1:00 p.m. (New York City time) of each Base Rate Loan, and at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans), (ii) prior to 9:00 given not later than 11:00 a.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 date hereof may, at the discretion of Administrative Agent, be delivered later than the time specified above. Whenever Company desires that U.S. Swing Line Lender make a U.S. Swing Line Loan under Section 2.1(c)(i)(1), it shall deliver to U.S. Swing Line Lender prior to 1:00 p.m. (New York City time) at least two Business Days’ prior (or such later time of day as U.S. Swing Line Lender may agree in any instance in its sole discretion) on the date of such Borrowing written notice (or telephonic notice promptly confirmed in writing). Whenever any Borrower desires that European Swing Line Lender make a European Swing Line Loan under Section 2.1(c)(i)(2), the applicable Borrower shall deliver to European Swing Line Lender prior to 1:00 p.m. (London time) (or such later time of the Borrowing of Original Euro Tranche Term Loans made day as European Swing Line Lender may agree in any instance in its sole discretion) on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) date of such Borrowing written notice (or telephonic telephone notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if ). Each such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) ), which shall be substantially in the form of Exhibit 2.5 hereto, shall be irrevocable, shall be deemed a representation by Company and the applicable Borrower that all conditions precedent to such Borrowing have been satisfied and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing (stated in the relevant currency), (iiiii) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term being made pursuant to such Borrowing are to be Swing Line Loans and, if the Term not, whether such Loans are to include LIBOR Term be Base Rate Loans or Eurocurrency Loans and, with respect to Eurocurrency Loans, the Interest Period and Applicable Currency to be initially applicable theretothereto (provided that, if such Borrower shall have failed to specify the Type, Applicable Currency or Interest Period of such Loans (and shall not have promptly responded to Administrative Agent’s request for such information), such Borrower shall be deemed to have requested a Eurocurrency Rate Loan in Dollars, with an Interest Period of one month; provided, further, that if the date of such notice is less than three Business Days from the date of such Borrowing, such Borrower shall be deemed to have requested a Base Rate Loan in Dollars). The Administrative Agent shall as promptly as practicable give each Lender written notice (or telephonic notice (promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share Pro Rata Share thereof and of the other matters covered by the related Notice of Borrowing. Without in any way limiting Company and the applicable Borrower’s obligation to confirm in writing any telephonic notice, Administrative Agent or the Swing Line Lender (in the case of Swing Line Loans) or the respective Facing Agent (in the case of Letters of Credit) may act without liability upon the basis of telephonic notice believed by Administrative Agent in good faith to be from a Responsible Officer of Company or the applicable Borrower prior to receipt of written confirmation. Administrative Agent’s records shall, absent manifest error, be final, conclusive and binding on Borrowers with respect to evidence of the time and terms of such telephonic Notice of Borrowing.

Notice of Borrowing. (aii) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date if all or any of such Term Loans are to be initially Eurodollar Loans and (iiiii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 A.M. (New York time) on the date of the Borrowing of Initial Term Loans if all such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each and the Facilities pursuant to which such Term Loan FacilityLoans are to be made, (iiiii) the date of the Borrowing borrowing (which shall be a Business Day and, in the Original case of the initial borrowing, shall be the Closing Date) and (iviii) whether the Term Loans of each Facility shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Eurodollar Term Loans and, if the Term Loans of any Facility are to include LIBOR Eurodollar Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave Borrowers shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 11:00 a.m. (New York City time) at least two one Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Tranche B-5 Term Loans to be made on the Original Closing Amendment No. 8 Effective Date initially as LIBOR Loans, if such Tranche B-5 Term Loans are to be ABR Loans and (ii) prior to 9:00 11:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) the case of the a Borrowing of Original Euro Tranche B-5 Term Loans made on the Original Closing Amendment No. 8 Effective Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Tranche B-5 Term Loans are to be ABR SOFR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiB) the date of the Borrowing (which shall be the Original Closing Amendment No. 8 Effective Date) and (ivC) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans SOFR Loans, as applicable, and, if the Term Loans are to include LIBOR Term SOFR Loans, the Interest Period to be initially applicable thereto. 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 SOFR Loans is specified in any such notice, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.3(a) (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s pro rata share of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of requested Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and if such Term Loans are to be initially LIBOR Loans (iii) or prior to 10:00 9:00 a.m. (New York City time) two Business Days’ -68- prior written notice in the case of a Borrowing of Term Loans to be made on the Closing Date initially as LIBOR Loans), and (ii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon (New York City time) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan the applicable Credit Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Revolving Loans (excluding Borrowings of Revolving Loans pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office (i) its Notice Office, prior to 9:00 a.m. 1:00 P.M. (New York City time) ), at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Eurodollar Loans to be made on hereunder and shall give the Original Closing Date and (iii) prior to 10:00 a.m. Administrative Agent at its Notice Office not later than 12:00 Noon (New York City time) on the day a Borrowing of Base Rate Loans is to be made, written notice (or telephonic notice promptly confirmed in writing) on the date of the each such Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loansmade hereunder. Such Each such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d)each, a “Notice of Borrowing”) shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A-1, appropriately completed to specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Revolving Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the such Borrowing (which shall be the Original Closing Datea Business Day) and (iviii) whether the Term Loans respective Borrowing shall consist of ABR Term Base Rate Loans (in or, to the case of Loans denominated in Dollars) and/or LIBOR Term extent permitted hereunder, Eurodollar Loans and, if the Term Loans are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such LenderBank’s proportionate share thereof thereof, if any, and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to make ------------------- a Borrowing of Loans hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at the Administrative Agent’s Office (i) its Notice Office, prior to 9:00 a.m. 12:00 Noon (New York City time) ), at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Eurodollar Loans made on the Original Closing Date and (iii) at least one Business Day's prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed each Borrowing of Base Rate Loans to be made hereunder. Each such written notice or written confirmation of telephonic notice (each, a "Notice of Borrowing") shall, except as otherwise expressly provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be given by an Authorized Officer of the Borrower in the form of Exhibit A, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the respective Borrowing shall consist of Tranche A Term Loans, Tranche B Term Loans or Revolving Loans, (iv) whether the respective Borrowing shall consist of Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto and (v) in the case of a Borrowing of Revolving Loans the proceeds of which are to be utilized to finance, in whole or in part, the purchase price of a Permitted Acquisition, (x) a reference to the officer's certificate, if any, delivered in accordance with Section 8.14, (y) the aggregate principal amount of such Lender’s Revolving Loans to be utilized in connection with such Permitted Acquisition and (z) the Total Unutilized Revolving Loan Commitment then in effect after giving effect to the respective Permitted Acquisition (and all payments to be made in connection therewith). The Administrative Agent shall promptly give each Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Bank's proportionate share thereof and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Revolving Loans hereunder (excluding Borrowings of Swingline Loans and Revolving Loans incurred pursuant to Mandatory Borrowings), an Authorized Representative of the Borrower shall give the Administrative Agent at the Administrative Agent’s Notice Office (i) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. not later than 11:00 A.M. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of each Base Rate Loan incurred hereunder, and not later than 11:00 A.M. (New York time) on the Borrowing third Business Day prior to each Eurodollar Loan incurred hereunder. Each such written notice or written confirmation of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such telephonic notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) ), except as otherwise expressly provided in Section 2.10, shall specify be irrevocable and shall be given by an Authorized Representative of the Borrower in the form of Exhibit A-1, appropriately completed to specify: (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Revolving Loans to be made under each Term Loan Facilityincurred pursuant to such Borrowing, (iiiii) the date of the such Borrowing (which shall be the Original Closing Datea Business Day) and (iviii) whether the Term Revolving Loans shall consist of ABR Term being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans (in or, to the case of Loans denominated in Dollars) and/or LIBOR Term extent permitted hereunder, Eurodollar Loans and, if the Term Loans are to include LIBOR Term Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the such proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share thereof and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing. (b) (b) (i) (i) Whenever the Borrower desires to incur Swingline Loans hereunder, an Authorized Representative of the Borrower shall give the Swingline Lender not later than 1:00 P.M. (New York time) on the date that a Swingline Loan is to be incurred, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day) and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing.

Notice of Borrowing. (a) The Whenever the Borrowers desire to incur Revolving Credit Loans (other than Mandatory Borrowings or Borrowings to repay Unpaid Drawings), the Lead Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office Office, (i) prior to 9:00 a.m. 12:00 noon (New York City time) at least two three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a each Borrowing of Initial Term LIBOR Loans made on the Original Closing Date initially as LIBOR Loans, that are Revolving Credit Loans and (ii) prior to 9:00 a.m. 12:00 noon (New York City time) at least two Business Days’ on the day of such Borrowing prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Revolving Credit Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans that are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) ” substantially in the form of Exhibit K), except as otherwise expressly provided in Section 2.10, shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Revolving Credit Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiB) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (ivC) whether the Term Loans respective Borrowing shall consist of ABR Term Loans (in the case of or LIBOR Loans denominated in Dollars) and/or LIBOR Term that are Revolving Credit Loans and, if the Term LIBOR Loans that are to include LIBOR Term Revolving Credit Loans, the Interest Period to be initially applicable thereto. If no Interest Period with respect to any Borrowing of LIBOR Loans is specified in any such notice, then the Lead Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Revolving Credit Loans, of such Lender’s proportionate share Revolving Credit Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Loans (other than borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office Office, (i) prior to 9:00 a.m. (New York City time) 1:00 p.m. at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Loans if such Loans are to be initially LIBOR Loans (or prior to 12:00 p.m. noon two Business Days’ prior written notice in the case of a Borrowing of Loans to be made on the Original Closing Date initially as LIBOR Loans) and (iii) prior to 10:00 a.m. (New York City timeii) written notice (or telephonic notice promptly confirmed in writing) prior to 11:00 a.m. on the date of the each Borrowing of Initial Term Loans if such Initial Term Loans that are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiB) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (ivC) whether the Term Loans respective Borrowing shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s proportionate share Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s 's Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date if all or any of such Term Loans are to be initially Eurodollar Loans and (iiiii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 A.M. (New York time) on the date of the Borrowing of Initial Term Loans if all such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”"NOTICE OF BORROWING") shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing borrowing (which shall be a Business Day and, in the Original case of the initial borrowing, shall be the Closing Date) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Eurodollar Term Loans and, if the Term Loans are to include LIBOR Eurodollar Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s 's proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. Whenever any Borrower desires to make a Borrowing of any Loan (aother than a Swing Line Loan) The hereunder, Company or the applicable Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. (New York City time) its Notice Address at least two 1 Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans), (ii) prior to 9:00 a.m. given not later than 1:00 p.m. (New York City time) ), of each Base Rate Loan, and at least two 3 Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 ), given not later than 11:00 a.m. (New York City time) (or 8:00 a.m. (New York City time), in the case of a borrowing in Euro or Sterling), of each SOFR Loan, Eurocurrency Loan or RFR Loan, as applicable, to be made hereunder; provided, however, that a Notice of Borrowing with respect to Borrowings to be made on the SecondFifth Amendment Effective Date may, at the discretion of the Administrative Agent, be delivered later than the time specified above. Whenever a USD Revolving Borrower desires that the U.S. Swing Line Lender make a USD Swing Line Loan under Section 2.1(f)(i), it shall deliver to the U.S. Swing Line Lender prior to 1:00 p.m. (New York City time) (or such later time of day as U.S. Swing Line Lender may agree in any instance in its sole discretion) on the date of such Borrowing written notice (or telephonic notice promptly confirmed in writing) on ). Whenever a Multicurrency Revolving Borrower desires that the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of U.S. Swing Line Lender make a Borrowing of Delayed Draw Term Loans pursuant to Multicurrency U.S. Swing Line Loan under Section 2.3(b2.1(g)(i)(1), each notice of a Borrowing of Revolving Credit Loans pursuant it shall deliver to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant the U.S. Swing Line Lender prior to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.1:00 ​ 115 ​ ​

Notice of Borrowing. (a) The Whenever either Borrower gave desires to make a Borrowing pursuant to Section 2.1, it shall give the Administrative Agent at the Administrative Agent’s its Notice Office at least four (i4) Business Days’ prior written notice; provided, that any such notice shall be deemed to 9:00 have been given on a certain day only if given before 11:00 a.m. (New York City time) at least two Business Days’ prior written ). Each such notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall be irrevocable and shall be given by each Borrower substantially in the form of Exhibit A hereto, appropriately completed to specify (i) the identity of the Borrower, (ii) the aggregate principal amount of Amaralina Star Bank Tranche Loans, Laguna Star Bank Tranche Loans, Amaralina Star MTI Tranche Loans and/or Laguna Star MTI Tranche Loans, as the Term Loans case may be, to be made under each Term Loan Facility, pursuant to such Borrowing and (iiiii) the date of the such Borrowing (which shall be the Original Closing Date) and (iv) whether the Term a Business Day); provided, however, that no Notice of Borrowing shall be required to be delivered in connection with a Borrowing of Amaralina Star Bank Tranche Loans, Laguna Star Bank Tranche Loans, Amaralina Star MTI Tranche Loans shall consist or Laguna Star MTI Tranche Loans solely in respect of ABR Term Loans (in Amaralina Star Bank Tranche Eligible IDC, Laguna Star Bank Tranche Eligible IDC, Amaralina Star MTI Tranche Eligible IDC or Laguna Star MTI Tranche Eligible IDC, as the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable theretomay be. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share thereof and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in of the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the any Borrowing of Original Euro Tranche Incremental Term Loans made on (unless otherwise set forth in the Original Closing Date applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially Fixed Rate Loans and (iii) written notice prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of such Initial Term Loans are to be ABR Loans; provided that any notice of a Fixed Rate Borrowing to be made on the Closing Date or any Incremental Facility Closing Date (whether Fixed Rate Loans or ABR Loans) may be given not later than 11:00 a.m. (New York City time) (or such later date as the Administrative Agent may reasonably agree) (x) one Business Day prior to the date of the proposed Borrowing in the case of a Borrowing denominated in Dollars and (y) two Business Days prior to the date of the proposed Borrowing in the case of a Borrowing denominated in an Alternative Currency, which notice may be subject to the effectiveness of the Credit Agreement. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall be in substantially the form of Exhibit D 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) and shall specify (i) the identity aggregate principal amount and currency of the BorrowerInitial Term Loans or Incremental Term Loans, as the case may be, to be made, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, (iii) the date of the Borrowing (which shall be be, (x) in the Original case of the Initial Term Loans, the Closing Date, and, (y) in the case of the Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iviii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Fixed Rate Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include LIBOR Term Fixed Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of ; provided that the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.Borrowing for a

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in of the case of a Borrowing of Initial Term Loans made on or any Borrowing of Incremental Term Loans (unless otherwise set forth in the Original Closing Date applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially as LIBOR Loans, Eurodollar Loans and (ii) written notice prior to 9:00 a.m. 12:00 p.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall be in substantially the form of Exhibit D and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be be, (xw) in the Original case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the definition of Initial Term Loan Commitments, the Closing Date, (yx) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, the First Incremental Agreement Effective Date, (y) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (c) of the definition of Initial Term Loan Commitments, the Second Incremental Agreement Effective Date, and, (z) in the case of Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iviii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Eurodollar Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto; provided that the Notice of Borrowing for a Borrowing of Term Loans shall be revocable so long as the Borrower agrees to comply with the applicable provisions of Section 2.11 upon any such revocation. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Initial Term Loans or Incremental Term Loans, as the case may be, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in of the case of a Borrowing of Initial Term Loans made on or any Borrowing of Incremental Term Loans (unless otherwise set forth in the Original Closing Date applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially as LIBOR Loans, Eurodollar Loans and (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of such Initial Term Loans are to be ABR Loans; provided that any notice of a Borrowing to be made on the Closing Date or any Incremental Facility Closing Date (whether Eurodollar Loans or ABR Loans) may be given not later than 11:00 a.m. (New York City time) (or such later date as the Administrative Agent may reasonably agree) one Business Day prior to the date of the proposed Borrowing, which notice may be subject to the effectiveness of the Credit Agreement. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall be in substantially the form of Exhibit D and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be be, (x) in the Original case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the definition of Initial Term Loan Commitments, the Closing Date, (y) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, the First Incremental Agreement Effective Date, and, (z) in the case of Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iviii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Eurodollar Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto; provided that the Notice of Borrowing for a Borrowing of Term Loans shall be revocable so long as the Borrower agrees to comply with the applicable provisions of Section 2.11 upon any such revocation. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Initial Term Loans or Incremental Term Loans, as the case may be, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s 's Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date if all or any of such Term Loans are to be initially LIBOR Loans, and (iiiii) prior written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if all such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”"NOTICE OF BORROWING") shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be the Original Closing Date) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. In any such Notice of Borrowing relating to a Borrowing of Incremental Tranche B Term Loans, Borrower shall also certify that the Intelsat Ltd. Notes Condition has been satisfied. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s 's proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Term Loans, the Borrower shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 p.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writingi) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR ABR Loans, at least one Business Day’s prior written notice, (ii) in the case of a Borrowing of LIBOR Loans denominated in Dollars, at least three Business Day’s prior written notice (or, in the case of a Borrowing of Closing Date Term Loans to be made on the Closing Date or Amendment No. 3 New Term Loans to be made on the Amendment No. 3 Effective Date or Amendment No. 5 New Term Loans to be made on the Amendment No. 5 Effective Date, one Business Day; provided that the Borrower shall give the Administrative Agent such notice prior to 9:00 a.m. 2:00 p.m. (New York City time) on such date, it being understood that such Notice of Borrowing shall be subject to the provisions of Section 2.11), (iii) in the case of a Borrowing of LIBOR Loans denominated in Euro, Sterling, Swiss Francs or Canadian Dollars, at least two four Business Days’ Day’s prior written notice and (or telephonic notice promptly confirmed iv) in writing) the case of the a Borrowing of Original Euro Tranche Term LIBOR Loans made on the Original Closing Date denominated in Yen and (iii) any other Alternative Currency, at least five Business Day’s prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loansnotice. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”, substantially in the form of Exhibit K) shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiB) the date of the Borrowing (which which, in the case of a Borrowing of Closing Date Term Loans, shall be the Original Closing Date) and (ivC) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term 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, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly give advise the applicable Lenders of any notice given pursuant to this Section 2.3(a) (and the contents thereof), and of each Lender written notice (or telephonic notice promptly confirmed in writing) Lender’s pro rata share of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of requested Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Revolving Loans (excluding Borrowings of Revolving Loans pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office (i) its Notice Office, prior to 9:00 a.m. 1:00 P.M. (New York City time) ), at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Eurodollar Loans to be made on hereunder and shall give the Original Closing Date and (iii) prior to 10:00 a.m. Administrative Agent at its Notice Office not later than 12:00 Noon (New York City time) on the day a Borrowing of Base Rate Loans is to be made, written notice (or telephonic notice promptly confirmed in writing) on the date of the each such Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loansmade hereunder. Such Each such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d)each, a “"Notice of Borrowing”") shall, except as provided in Section 1.10, be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A-1, appropriately completed to specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Revolving Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the such Borrowing (which shall be the Original Closing Datea Business Day) and (iviii) whether the Term Loans respective Borrowing shall consist of ABR Term Base Rate Loans (in or, to the case of Loans denominated in Dollars) and/or LIBOR Term extent permitted hereunder, Eurodollar Loans and, if the Term Loans are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such Lender’s Bank's proportionate share thereof thereof, if any, and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in of the case of a Borrowing of Initial Term Loans made on or any Borrowing of Incremental Term Loans (unless otherwise set forth in the Original Closing Date applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially as LIBOR Loans, Eurodollar Loans and (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of such Initial Term Loans are to be ABR Loans; provided that any notice of a Borrowing to be made on the Closing Date or any Incremental Facility Closing Date (whether Eurodollar Loans or ABR Loans) may be given not later than 11:00 a.m. (New York City time) (or such later date as the Administrative Agent may reasonably agree) one Business Day prior to the date of the proposed Borrowing, which notice may be subject to the effectiveness of the Credit Agreement. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c‎2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall be in substantially the form of Exhibit D and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be be, (x) in the Original case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the definition of Initial Term Loan Commitments, the Closing Date, (y) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, the First Incremental Agreement Effective Date, and, (z) in the case of Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iviii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Eurodollar Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto; provided that the Notice of Borrowing for a Borrowing of Term Loans shall be revocable so long as the Borrower agrees to comply with the applicable provisions of Section ‎2.11 upon any such revocation. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Initial Term Loans or Incremental Term Loans, as the case may be, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to ------------------- incur Revolving Loans hereunder (excluding Revolving Loans incurred pursuant to clause (x) of Section 1.01(a)(C) and Revolving Loans incurred pursuant to a Mandatory Borrowing), an Authorized Representative of the Administrative Borrower shall give the Agent at the Administrative Agent’s its Notice Office (i) prior to 9:00 a.m. (New York City time) at least two one Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ Day's prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date each Base Rate Loan and (iii) at least three Business Days' prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) 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 (i) in the case of Eurodollar Loans, 11:00 A.M. (New York time) on such day or (ii) in the case of Base Rate Loans, 12:00 Noon (New York time) on such day. Each such 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 be given by such Authorized Representative in the form of Exhibit A, appropriately completed to specify the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, the date of such Borrowing (which shall be a Business Day), and whether the Revolving Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Agent shall promptly give each Bank with a Revolving Loan Commitment notice of each such proposed Borrowing of Term LoansBorrowing, of such Lender’s Bank's proportionate share thereof and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Revolving Credit Loans (other than Mandatory Borrowings or Borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office Office, (i) prior to 9:00 a.m. 12:00 noon (New York City time) at least two threetwo Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a each Borrowing of Initial Term LIBOR Loans made on the Original Closing Date initially as LIBOR Loans, that are Revolving Credit Loans and (ii) prior to 9:00 a.m. 12:00 noon (New York City time) at least two Business Days’ on the day of such Borrowing prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each that are ABR Loans. SuchEach such notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), (a “Notice of Borrowing”) ), shall be signed by an Authorized Officer of the Borrower and subject to Section 2.10, and, except as otherwise expressly provided in Section 2.10, shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Revolving Credit Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiB) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (ivC) whether the Term Loans respective Borrowing shall consist of ABR Term Loans (in the case of or LIBOR Loans denominated in Dollars) and/or LIBOR Term that are Revolving Credit Loans and, if the Term LIBOR Loans that are to include LIBOR Term Revolving Credit Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Revolving Credit Loans, of such Lender’s proportionate share thereof Revolving Credit Commitment Percentage thereof, of the identity of the Borrower, and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 11:00 a.m. (New York City time) at least two three Business Days’ (or, in the case of any Borrowing on the Closing Date, one Business Day or such later time as the Administrative Agent may agree) prior written notice in the form of a Notice of Borrowing (or telephonic notice promptly confirmed in writing) writing in the case form of a Notice of Borrowing) of the Borrowing of Initial Term Loans made on or any Borrowing of Incremental Term Loans (unless otherwise set forth in the Original Closing Date applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially as LIBOR Loans, Term SOFR Loans and (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) prior to 11:00 a.m. (New York City time) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of such Initial Term Loans are to be ABR Base Rate Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be the Original Closing Date(x) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of the Initial Term Loans, the Closing Date and (y) in the case of the Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iii) whether the Initial Term Loans denominated in Dollars) or Incremental Term Loans, as the case may be, shall consist of Base Rate Loans and/or LIBOR Term SOFR Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include LIBOR Term SOFR Loans, the Interest Period to be initially applicable thereto; provided that the Notice of Borrowing for a Borrowing of Term Loans shall be revocable subject to Section 2.11. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Initial Term Loans or Incremental Term Loans, as the case may be, of such LenderXxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in of the case of a Borrowing of Initial Term Loans made on or any Borrowing of Incremental Term Loans (unless otherwise set forth in the Original Closing Date applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially as LIBOR Loans, Eurodollar Loans and (ii) written notice prior to 9:00 a.m. 12:00 p.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall be in substantially the form of Exhibit D and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be be, (x) in the Original case of the Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the definition of Initial Term Loan Commitments, the Closing Date, and, (y) in the case of theInitial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan Commitments, the First Incremental Agreement Effective Date, and, (z) in the case of Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iviii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Eurodollar Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto; provided that the Notice of Borrowing for a Borrowing of Term Loans shall be revocable so long as the Borrower agrees to comply with the applicable provisions of Section 2.11 upon any such revocation. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Initial Term Loans or Incremental Term Loans, as the case may be, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever Borrower gave the Administrative desires to make a Borrowing of any Loan hereunder, it shall give Agent at its office located at One Bankers Trust Plaza, 130 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xx such other address as the Administrative Agent’s Office Agent may hereafter designate in writing to the parties hereto) (i) prior to 9:00 a.m. (New York City timethe "Notice Address") at least two one Business Days’ Day's prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans), (ii) prior to 9:00 a.m. given not later than 12:00 P.M. (New York City time) of each Base Rate Loan, and at least two three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) ), given not later than 12:00 P.M. (New York City time), of the each Eurodollar Loan to be made hereunder; provided, however, that a Notice of Borrowing of Original Euro Tranche Term Loans with respect to Borrowings to be made on the Original Closing Date and (iii) date hereof may, at the discretion of Agent, be delivered later than the time specified above. Whenever Borrower desires that Swing Line Lender make a Swing Line Loan under Section 2.1(d), it shall deliver to Swing Line Lender prior to 10:00 a.m. 11:00 A.M. (New York City time) on the date of Borrowing written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if ). Each such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “"Notice of Borrowing”) "), which shall be in the form of Exhibit 2.5 hereto, shall be irrevocable, shall be deemed a representation by Borrower that all conditions precedent to such Borrowing have been satisfied and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (iviii) whether the Term Loans shall consist of ABR Term being made pursuant to such Borrowing are to be Base Rate Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term or Eurodollar Loans and, if the Term Loans are with respect to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall as promptly as practicable give each Lender written notice (or telephonic notice (promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share 's Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing. Without in any way limiting Borrower's obligation to confirm in writing any telephonic notice, Agent or the Swing Line Lender (in the case of Swing Line Loans) may act without liability upon the basis of telephonic notice believed by Agent in good faith to be from a Responsible Officer of Borrower prior to receipt of written confirmation. Agent's records shall, absent manifest error, be final, conclusive and binding on Borrower with respect to evidence of the terms of such telephonic Notice of Borrowing. Borrower hereby agrees not to dispute the Agent's or BT's record of the time of telephonic notice.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Loans hereunder (excluding Swingline Loans and Revolving Loans incurred pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at the Administrative Agent’s Office (i) its Notice Office, prior to 9:00 a.m. 1:00 P.M. (New York City time) ), at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Eurodollar Loans made on the Original Closing Date and (iii) at least one Business Day’s prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate Loans to be incurred hereunder; provided that notwithstanding the foregoing, Term Loans B made on the date Restatement Effective Date may be incurred by the Borrower as Eurodollar Loans so long as it the gives the Administrative Agent at its Notice Office, prior to 1:00 P.M. (New York time) on the Restatement Effective Date notice of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR LoansBorrowing. Such Each such notice (each, together with each notice of a Borrowing of Delayed Draw Term Loans pursuant referred to in Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d1.03(b)(i), a “Notice of Borrowing”) ), except as otherwise expressly provided in Section 1.10, shall be irrevocable, and, in the case of each written notice and each confirmation of telephonic notice, shall be in the form of Exhibit A, appropriately completed to specify (i) whether the identity Loans being incurred pursuant to such Borrowing shall consist of the BorrowerTerm Loans B or Revolving Loans, (ii) the aggregate principal amount of the Term such Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iii) the date of the such Borrowing (which shall be the Original Closing Datea Business Day) and (iv) whether the Term Loans respective Borrowing shall consist of ABR Term Base Rate Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term or Eurodollar Loans and, if the Term Loans are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender Bank which is required to make Loans pursuant to the Borrowing specified in the respective Notice of Borrowing written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such LenderBank’s proportionate share thereof thereof, if any, and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date if such Term Loans are to be initially Term SOFR Term Loans denominated in Dollars and (iii) prior to 10:00 a.m. (New York City timeii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon (New York City time) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall specify the Class of Term Loans to be borrowed and (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be the Original Closing Date) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term SOFR Term Loans and, if the Term Loans are to include LIBOR Term SOFR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such LenderXxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date if all or any of such Term Loans are to be initially Eurodollar Loans, and (iiiii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York time) on the date of the each Borrowing of Initial Term Loans if all such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be be, in the Original case of Initial Term Loans, the Credit Agreement Closing Date and, in the case of Delayed Draw Term Loans, the Subsequent Transaction Closing Date or the Call Transaction Closing Date, as applicable, and, in the case of each Series of New Term Loans, the Increased Amount Date in respect of such Series) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Eurodollar Term Loans and, if the Term Loans are to include LIBOR Eurodollar Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. Each Borrowing shall be made on notice, given not later than (ax) The Borrower gave 11:00 a.m. (Boston time) on the Administrative Agent at the Administrative Agent’s Office (i) third Business Day prior to 9:00 the date of the proposed Borrowing (in the case of a Revolving Credit Borrowing to consist of LIBOR Rate Loans denominated in Dollars), (y) 11:00 a.m. (New York City Boston time) at least two on the fourth Business Days’ Day prior written to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBOR Rate Loans denominated in Sterling), or (z) no later than 11:00 a.m. (Boston time) on the Business Day of the proposed Borrowing (in the case of a Revolving Credit Borrowing to consist of Base Rate Loans or Federal Funds Rate Loans), by the Borrower making a request for such Borrowing to the Agent, which shall give to each Lender prompt notice thereof by facsimile transmission. Each such notice of a Revolving Credit Borrowing (or telephonic notice promptly confirmed a "Notice of Borrowing") shall be made in writing, in substantially the form of Exhibit B, specifying therein (1) the name of the Borrower (2) the requested date of such Borrowing (which shall be a Business Day), (3) the requested Type of Loans comprising such Borrowing, (4) the requested aggregate amount of such Borrowing and the aggregate principal amount of all outstanding Loans (not including the requested Borrowing) held by such Borrower as of such date, (5) the requested currency of such Borrowing (which shall be denominated in either Dollars or Sterling), (6) the account to which the proceeds of such Borrowing are to be made available, (7) in the case of a Revolving Credit Borrowing to consist of Initial Term Loans made on a LIBOR Rate Loan, the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date initial Interest Period therefor and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (8) in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are a Revolving Credit Borrowing to include LIBOR Term Loansconsist of a Federal Funds Rate Loan, the Interest Period requested maturity date for repayment of each such Federal Funds Rate Loan to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice made (or telephonic notice promptly confirmed in writing) of which maturity date may not be later than five Business Days after the proposed Borrowing of Term Loans, date of such Lender’s proportionate share thereof Borrowing) (a "Federal Funds Rate Loan Maturity Date"). Each Notice of Borrowing shall be irrevocable and of binding on the other matters covered by the related Borrower giving such Notice of Borrowing.. (b)

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s 's Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche C Term Loans made on the Original Closing Date if all or any of such Tranche C Term Loans are to be initially Eurodollar Loans and (iiiii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 A.M. (New York time) on the date of the Borrowing of Initial Tranche C Term Loans if all such Initial Tranche C Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3 (b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”"NOTICE OF BORROWING") shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Tranche C Term Loans to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing borrowing (which shall be a Business Day and, in the Original Closing case of the initial borrowing, shall be the Restatement Date) and (iviii) whether the Tranche C Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Eurodollar Term Loans and, if the Tranche C Term Loans are to include LIBOR Eurodollar Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Tranche C Term Loans, of such Lender’s 's proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to make a Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at the Administrative Agent’s its Notice Office (i) prior to 9:00 a.m. (New York City time) at least two one Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ Day's prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date each Base Rate Loan and (iii) at least three Business Days' prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) 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 11:00 A.M. (New York time) in the proposed case of a Borrowing of Eurodollar Loans and 12:00 Noon (New York time) in the case of a Borrowing of Base Rate Loans on such day. Each such 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 be given by the Borrower in the form of Exhibit A, appropriately completed to specify the aggregate principal amount of the Loans to be made pursuant to such Borrowing, the date of such Borrowing (which shall be a Business Day), whether the Loans being made pursuant to such Borrowing shall constitute Tranche A Term Loans, Tranche B Term Loans or Revolving Loans and whether the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such Lender’s proposed Borrowing, of such Bank's proportionate share thereof and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur New Money Loans (other than Borrowings to repay Unpaid Drawings), the Administrative Borrower shall give the Agent at the Administrative Agent’s Office Office, (i) prior to 9:00 a.m. (New York City time) before 1:00 p.m. at least two three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writingsuch shorter time period as agreed to by the Agent) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term New Money Loans if such New Money Loans are to be initially LIBOR Loans (or before 1:00 p.m. two (2) Business Days’ prior notice in the case of a Borrowing of New Money Loans to be made on the Original Closing Interim Facility Effective Date initially as LIBOR Loans) and (iii) prior to 10:00 a.m. (New York City timeii) written notice (or telephonic notice promptly confirmed in writing) before 1:00 p.m. on the Business Day before the date of the each Borrowing of Initial Term New Money Loans if such Initial Term Loans that are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term New Money Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiB) the date of the Borrowing (which shall be the Original Closing Datea Business Day) and (ivC) whether the Term Loans respective Borrowing shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each New Money Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term New Money Loans, of such New Money Lender’s proportionate share Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The When the Borrower gave desires to borrow the initial Loans hereunder, it shall give the Administrative Agent at the office of the Administrative Agent’s Office Agent set forth in Section 12.2(a)(ii), (i) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior a written notice Notice of Borrowing (or telephonic notice promptly confirmed in writing) in prior to 12:00 noon (New York time) at least three Business Days prior to the case proposed day of a Borrowing of Initial Term LIBOR Loans made on the Original Closing Date initially as LIBOR Loans, and (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior a written notice Notice of Borrowing (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice proposed day of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “ABR Loans. Each such Notice of Borrowing”) , except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the Borrowing (which shall be the Original Closing Date) and a Business Day), (iviii) whether the Term Loans Borrowing shall consist of ABR Term Loans or LIBOR Loans, (in the case iv) if such Borrowing shall consist of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest LIBOR Period to be initially applicable theretothereto and (v) the number and location of the account to which funds are to be disbursed. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave Whenever the Borrowers desire to make a Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), an Authorized Representative of the Borrowers shall give the Administrative Agent at the Administrative Agent’s its Notice Office (i) prior to 9:00 a.m. (New York City time) at least two one Business Days’ Day's prior written notice (or telephonic notice promptly confirmed in writing) notice of each Base Rate Loan and at least three Business Days' prior written (or telephonic notice promptly confirmed in writ- ing) 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 11:00 A.M. (New York time) (12:00 Noon (New York time) in the case of a Borrowing of Initial Term Loans made Base Rate Loans) on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior such day. Each such written notice (or written confirmation of telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “"Notice of Borrowing”) "), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrowers in the form of Exhibit A, appropriately completed to specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iii) the date of the such Borrowing (which shall be the Original Closing Date) and (iv) a Business Day), whether the Loans being made pursuant to such Borrowing shall constitute A Term Loans, B Term Loans, C Term Loans shall consist of ABR Term or Revolving Loans (in and whether the case of Loans denominated in Dollars) and/or LIBOR Term being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if the Term Loans are to include LIBOR Term Eurodollar Loans, the initial Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) Bank which is re- quired to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing of Term LoansBorrowing, of such Lender’s Bank's proportionate share thereof and of the other matters covered re- quired by the related immediately preceding sentence to be specified in the Notice of Borrowing.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Revolving Credit Loans, the Borrower shall give a prior written notice (or a telephonic notice promptly confirmed in writing) of such proposed Borrowing to the Administrative Agent at the Administrative Agent’s Office Office, (i) prior to 9:00 a.m. (New York City time) 2:00 AMERICAS 111453311 p.m. at least two three (3) U.S. Government Securities Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in writing)to the case proposed date of a each Borrowing of Initial Term Revolving Credit Loans made on the Original Closing Date if all or any of such Revolving Credit Loans are to be initially as LIBOR Loans, SOFR Loans and (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) 1:00 p.m. on the date of the proposed Borrowing of Initial Term each Borrowing of Revolving Credit Loans if all or any of such Initial Term Revolving Credit Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Each such Notice of Borrowing”) Borrowing shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Revolving Credit Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the Borrowing (which shall be the Original Closing Date) a Business Day), and (iviii) whether the Term Loans Borrowing shall consist of ABR Loans, Term SOFR Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Daily Simple SOFR Loans and, if the Term Loans are to include LIBOR Term SOFR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Revolving Credit Loans, of such LenderXxxxxx’s proportionate share Revolving Credit Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office prior to 11:00 a.m. (Central time) (i) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on if all or any of such Term Loans are to be initially LIBOR Loans (provided that for the Original Closing Date Borrowing of 2017 Refinancing Term Loans, such prior written notice of LIBOR Loans may be delivered at least one Business Day prior to the date of such Borrowing), and (iiiii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if all such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”Borrowing shall be (I) substantially in the form of Exhibit L hereto and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be the Original Closing Date) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable theretothereto or (II) 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 a Senior Officer of the Borrower. Each telephonic notice by the Borrower pursuant to this Section 2.03(a) must be confirmed promptly by delivery to the Administrative Agent of a written Notice of Borrowing by no later than 12:00 p.m. (Central time). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. If the Borrower fails to specify a whether any Term Loans shall consist of ABR Loans or LIBOR Loans in a Notice of Borrowing, then the applicable Term Loans shall be made as ABR Loans. If the Borrower requests a Borrowing of LIBOR Loans in any Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Notice of Borrowing. (a) The Whenever the Borrower gave desires to incur Loans (other than borrowings to repay Unpaid Drawings), the Borrower shall give the Administrative Agent at the Administrative Agent’s Office Office, (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two Business Days’ prior written notice three (or telephonic notice promptly confirmed in writing3) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two U.S. Government Securities Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the each Borrowing of Original Euro Tranche Term Loans made if such Loans are to be initially SOFR Loans and (ii) (A) in the case of any ABR Loans incurred on the Original Closing Date and (iii) Date, prior to 10:00 a.m. 1:00 p.m. (New York City time) at least one (1) Business Day prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Loans and (B) in the case of any ABR Loans incurred after the Closing Date, written notice (or telephonic notice promptly confirmed in writing) prior to 1:00 p.m. (New York City time) on the date of the each Borrowing of Initial Term Loans if such Initial Term Loans that are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiB) the date of the Borrowing (which shall be the Original Closing Date) and a Business Day), (ivC) whether the Term Loans respective Borrowing shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term SOFR Loans and, if the Term Loans are to include LIBOR Term SOFR Loans, the Interest Period to be initially applicable theretothereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration) and (D) the amount of the then-effective Borrowing Base, the amount of the then-effective Aggregate Elected Commitment Amount, the current aggregate Total Exposures of all Lenders (without regard to the requested Borrowing) and the pro forma aggregate Total Exposures of all Lenders (giving effect to the requested Borrowing). The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such LenderXxxxxx’s proportionate share Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date if such Term Loans are to be initially LIBOR Loans, and (iii) prior to 10:00 a.m. (New York City timeii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon (New York City time) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan the applicable Credit Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever Borrower gave the Administrative desires to make a Borrowing of any Loan hereunder, it shall give Agent at its office located at One Bankers Trust Plaza, 130 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xx such other address as the Administrative Agent’s Office Agent may hereafter designate in writing to the parties hereto) (i) prior to 9:00 a.m. (New York City timethe "Notice Address") at least two one Business Days’ Day's prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans), (ii) prior to 9:00 a.m. given not later than 12:00 P.M. (New York City time) of each Base Rate Loan, and at least two three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) ), given not later than 12:00 P.M. (New York City time), of the each Eurodollar Loan to be made hereunder; provided, however, that a Notice of Borrowing of Original Euro Tranche Term Loans with respect to Borrowings to be made on the Original Closing Date and (iii) date hereof may, at the discretion of Agent, be delivered later than the time specified above. Whenever Borrower desires that Swing Line Lender make a Swing Line Loan under Section 2.1(c), it shall deliver to Swing Line Lender prior to 10:00 a.m. 12:00 P.M. (New York City time) on the date of Borrowing written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if ). Each such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “"Notice of Borrowing”) "), which shall be in the form of Exhibit 2.5 hereto, shall be deemed a representation by Borrower that all conditions precedent to such Borrowing have been satisfied and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilitypursuant to such Borrowing, (iiiii) the date of the Borrowing (which shall be a Business Day), (iii) whether the Original Closing Date) Revolving Loans being made pursuant to such Borrowing are Working Capital Loans or Acquisition Revolving Loans and (iv) whether the Term Loans shall consist of ABR Term being made pursuant to such Borrowing are to be Base Rate Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term or Eurodollar Loans and, if the Term Loans are with respect to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall as promptly as practicable give each Lender written notice (or telephonic notice (promptly confirmed in writing) of the each proposed Borrowing of Term LoansBorrowing, of such Lender’s proportionate share 's Revolver Pro Rata Share, Term A Pro Rata Share, Term B Pro Rata Share or Term C Pro Rata Share, as applicable, thereof and of the other matters covered by the related Notice of Borrowing. Without in any way limiting Borrower's obligation to confirm in writing any telephonic notice, Agent or the Swing Line Lender (in the case of Swing Line Loans) or the respective Facing Agent (in the case of Letters of Credit) may act without liability upon the basis of telephonic notice believed by Agent in good faith and in the absence of gross negligence or willful misconduct to be from a Responsible Officer of Borrower prior to receipt of written confirmation. Agent's records shall, absent manifest error, be final, conclusive and binding on Borrower with respect to evidence of the terms of such telephonic Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in of the case of a Borrowing of Initial Term Loans made on or any Borrowing of Incremental Term Loans (unless otherwise set forth in the Original Closing Date applicable Incremental Agreement), as the case may be, if all or any of such Term Loans are to be initially as LIBOR Loans, Eurodollar Loans and (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of such Initial Term Loans are to be ABR Loans; provided that any notice of a Borrowing to be made on the Closing Date or any Incremental Facility Closing Date (whether Eurodollar Loans or ABR Loans) may be given not later than 11:00 a.m. (New York City time) (or such later date as the Administrative Agent may reasonably agree) one Business Day prior to the date of the proposed Borrowing, which notice may be subject to the effectiveness of the Credit Agreement. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall be in substantially the form of Exhibit D and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing (which shall be be, (x) in the Original case of the Initial Term Loans, the Closing Date, and, (y) in the case of the Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iviii) whether the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Eurodollar Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include LIBOR Term Eurodollar Loans, the Interest Period to be initially applicable thereto; provided that the Notice of Borrowing for a Borrowing of Term Loans shall be revocable so long as the Borrower agrees to comply with the applicable provisions of Section 2.11 upon any such revocation. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Initial Term Loans or Incremental Term Loans, as the case may be, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office prior written notice (i) prior to 9:00 a.m. 1:00 p.m. (New York City time) at least two three (3) Business Days’ Days prior written notice to each Borrowing of Term Loans which are to be initially LIBOR RateTerm SOFR Loans (or telephonic notice promptly confirmed in writing) such shorter period as the Administrative Agent may agree in the case of a the Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loansor the Amendment No. 2 Effective Date), and (ii) prior to 9:00 a.m. 12:00 noon (New York City time) at least two three (3) Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) of the to each Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans which are to be ABR Index Rate Loans. Such notice in the form of Exhibit E (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) ), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the identity of the Borrower, (iiA) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility(which amount, notwithstanding anything to the contrary in this Agreement, shall be no less than the Minimum 2022 Supplemental DDTL Borrowing Amount in the case of a Borrowing of 2022-I Supplemental DDTLs), (iiiB) the date of the Borrowing (which shall be be, in the Original case of the Initial Term Loans, the Closing Date or, in the case of the 2022 Supplemental Term Loans, the Amendment No. 2 Effective Date) and (ivC) whether the Term Loans shall consist of ABR Term Index Rate Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term RateTerm SOFR Loans and, if the Term Loans are to include LIBOR Term RateTerm SOFR Loans, the Interest LIBORInterest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the each proposed Borrowing of Term Loans, of such LenderLxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s 's Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche the Term Loans made on if all or any of the Original Closing Date Term Loans are to be initially Eurodollar Loans and (iiiii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 A.M. (New York time) on the date of the Borrowing of Initial the Term Loans if such Initial all the Term Loans are to be ABR Loans. Such Each such notice (each, together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “"Notice of Borrowing”") shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facilityon the Effectiveness Date, (iiiii) in the date case of the Borrowing initial Borrowing, the Effectiveness Date (which shall be the Original Closing Datea Business Day) and (iviii) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Eurodollar Term Loans and, if the Term Loans are to include LIBOR Eurodollar Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed any Borrowing of the Term Loans, of such Lender’s 's proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date if such Term Loans are to be initially LIBORTerm SOFR Loans, and (iii) prior to 10:00 a.m. (New York City timeii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon (New York City time) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan the applicable Credit Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR LIBORTerm SOFR Term Loans and, if the Term Loans are to include LIBOR Term SOFR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such LenderXxxxxx’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date if such Term Loans are to be initially LIBOR Loans, and (iii) prior to 10:00 a.m. (New York City timeii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 Noon (New York City time) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d2.3(c), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan the applicable Credit Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.. (b) Whenever the Borrower desires to incur Revolving Credit Loans (other than Mandatory Borrowings or Borrowings to repay Unpaid Drawings), it shall give the Administrative Agent at the Administrative Agent’s Office, (A) prior to 12:00 Noon (New York City Time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of LIBOR Revolving Credit Loans denominated in Dollars (or prior to 9:00 a.m. (New York City time) two Business Days’ prior written notice in the case of a Borrowing of Revolving Credit Loans to be made on the Closing Date initially as LIBOR Loans denominated in Dollars), (B) prior to 12:00 Noon (New York City time) at least four Business Days’ prior written notice (or telephone notice promptly confirmed in writing) of the Borrowing of Revolving Credit Loans denominated in Alternative Currencies and (C) prior to 10:00 a.m. (New York City time) on the date of such Borrowing prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Revolving Credit Loans that are ABR Loans. Each such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall specify: -61- (A) that the Borrower is the Borrower requesting the Revolving Credit Loan; (B) that the requested Borrowing is a Revolving Credit Loan; (C) the aggregate principal amount and currency of the Revolving Credit Loans to be made pursuant to such Borrowing; (D) the date of Borrowing (which shall be a Business Day); and (E) whether the respective Borrowing shall consist of ABR Loans (in the case of Revolving Credit Loans denominated in Dollars) or LIBOR Revolving Credit Loans and, if LIBOR Revolving Credit Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly after receipt of the Notice of Borrowing give each Revolving Credit Lender written notice (or telephonic notice promptly confirmed in writing), at such Revolving Credit Lender’s Lending Office, of each proposed Borrowing of Revolving Credit Loans, of such Lender’s Revolving Credit Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing. (c) Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Swingline Loans prior to 2:30 p.m. (New York City time) on the date of such Borrowing. Each such notice shall specify (i) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing and (ii) the date of Borrowing (which shall be a Business Day). The Administrative Agent shall promptly give the Swingline Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Swingline Loans and of the other matters covered by the related Notice of Borrowing. (d) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(e), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section. (e) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section 3.4(a). (f) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower. 2.4

Notice of Borrowing. (a) The Borrower gave shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 9:00 a.m. 12:00 Noon (New York City time) at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche C Term Loans made on the Original Closing Date if all or any of such Tranche C Term Loans are to be initially Eurodollar Loans, and (iiiii) prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) prior to 10:00 a.m. (New York time) on the date of the Borrowing of Initial Tranche C Term Loans if all such Initial Tranche C Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall be irrevocable and shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Tranche C Term Loans to be made under each Term Loan Facilitymade, (iiiii) the date of the Borrowing borrowing (which shall be the Original Closing Effective Date) and (iviii) whether the Tranche C Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Eurodollar Term Loans and, if the Tranche C Term Loans are to include LIBOR Eurodollar Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of the proposed Borrowing of Tranche C Term Loans, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.

Notice of Borrowing. (a) The Whenever a Borrower gave desires to incur Loans hereunder (excluding Borrowings (x) of Swingline Loans and (y) Revolving Loans incurred pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at the Administrative Agent’s its Notice Office (i) prior to 9:00 a.m. (New York City time) at least two one Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the case of a Borrowing of Initial Term Loans made on the Original Closing Date initially as LIBOR Loans, (ii) prior to 9:00 a.m. (New York City time) at least two Business Days’ Day's prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of Original Euro Tranche Term Loans made on the Original Closing Date and (iii) each Base Rate Loan, at least three Business Days' prior to 10:00 a.m. (New York City time) written notice (or telephonic notice promptly confirmed in writing) on the date of the Borrowing of Initial Term Loans if such Initial Term Loans are to be ABR Loans. Such notice (together with each notice of a Borrowing of Delayed Draw Term Loans pursuant to Section 2.3(b), each notice of a Borrowing of Revolving Credit Loans pursuant to Section 2.3(c) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(d), a “Notice of Borrowing”) shall specify (i) the identity of the Borrower, (ii) the aggregate principal amount of the Term Loans to be made under each Term Loan Facility, (iii) the date of the Borrowing (which shall be the Original Closing Date) and (iv) whether the Term Loans shall consist of ABR Term Loans (in the case of Loans denominated in Dollars) and/or LIBOR Term Loans and, if the Term Loans are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each Euro Rate 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 11:00 A.M. (New York time) (or 10:00 A.M. (London time) in the proposed case of Sterling Loans) on such day. Each such 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 be given by the respective Borrower in the form of Exhibit A, appropriately completed to specify (i) the name of such Borrower, (ii) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing (stated in the Applicable Currency), (iii) the date of such Borrowing (which shall be a Business Day), (iv) whether the Loans being incurred pursuant to such Borrowing shall constitute Adience B Term Loans, Newco A Term Loans, Newco B Term Loans or Revolving Loans, (v) in the case of Dollar Loans, whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and (vi) in the case of Euro Rate Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Bank which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such Lender’s proposed Borrowing, of such Bank's proportionate share thereof and of the other matters covered required by the related immediately preceding sentence to be specified in the Notice of Borrowing.