Common use of Notice to the Agent Clause in Contracts

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 a.m. (Chicago time) (i) at least three (3) Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Eurodollar Loans and (ii) on the date the Borrower requests the Banks to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert all or part of such Borrowing into Base Rate Loans and (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing). Notices of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 10:00 a.m. (Chicago time) (i) at least three (3) Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Eurodollar LIBOR Loans and (ii) on at least one (1) Business Day before the date on which the Borrower requests the Banks to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s 2.4's minimum amount requirement for each outstanding BorrowingBorrowering, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar LIBOR Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar LIBOR Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans and Loans, (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar LIBOR Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting requesting, the advance, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing). Notices of the continuation of a Borrowing of Eurodollar LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar LIBOR Loans into Base Rate Loans or of Base Rate Loans into Eurodollar LIBOR Loans must be given by no later than 11:00 10:00 a.m. (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon. There may be no more than fifteen different Interest Periods in effect at any one time, provided that for purposes of determining the number of Interest Periods in effect at any one time, all Base Rate Loans shall be deemed to have one and the same Interest Period.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 10:00 a.m. (Chicago time) ): (i) at least three (3) 3 Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Eurodollar Loans under the Revolving Credit or Term Loan Commitments and (ii) on the date the Borrower requests the Banks to advance a Borrowing of Base Rate LoansLoans under the Revolving Credit or Term Loan Commitments. The Loans included in each such Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each such Borrowing or, subject to Section 1.3’s 1.5's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans and or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation, or conversion of a Borrowing under the Revolving Credit or Term Loan Commitments in each case to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Agent under the Revolving Credit or Term Loan Commitments. Notices of the continuation of such a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of such a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 10:00 a.m. (Chicago time) at least three (3) 3 Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing under the Revolving Credit or Term Loan Commitments shall specify the date of the requested advance, continuation continuation, or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or converted, the type of Loans to comprise such new, continued continued, or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it the Agent in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in good faith in reliance thereon.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 a.m. 12:00 noon (Chicago Cincinnati time) ): (i) at least three (3) 3 Business Days before the date on which the Borrower requests the Banks Lenders to advance a Borrowing of Eurodollar Loans and (ii) on the date the Borrower requests the Banks Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowingnotice. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s minimum amount requirement for each outstanding Borrowing2.5 hereof, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans and or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation, continuation or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Agent. Notices Notice of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. 12:00 noon (Chicago Cincinnati time) at least three (3) 3 Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it the Agent in good faith believes is an Authorized Representative without the necessity of independent investigationinvestigation and, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 10:00 a.m. (Chicago time) (i) at least three (3) Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Eurodollar LIBOR Loans and (ii) on at least one (1) Business Day before the date on which the Borrower requests the Banks to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s 2.4's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar LIBOR Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar LIBOR Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans and Loans, (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar LIBOR Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting requesting, the advance, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing). Notices of the continuation of a Borrowing of Eurodollar LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar LIBOR Loans into Base Rate Loans or of Base Rate Loans into Eurodollar LIBOR Loans must be given by no later than 11:00 10:00 a.m. (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy facsimile notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon. There may be no more than fifteen different Interest Periods in effect at any one time, provided that for purposes of determining the number of Interest Periods in effect at any one time, all Base Rate Loans shall be deemed to have one and the same Interest Period.

Notice to the Agent. The Borrower shall give notice to the Agent (and also to the Swingline Bank, in the case of Swingline Loans) by no later than 11:00 a.m. 12:00 noon (Chicago time) (i) at least three (3) Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Eurodollar Loans and (ii) no later than 10:00 a.m. (Chicago time) on the date the Borrower requests the Banks to advance a Borrowing of Loans comprised of Base Rate Loans or requests the Swingline Bank to make Swingline Loans. The Revolving Loans included in each such Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing of Revolving Loans or, subject to Section 1.3’s 2.5‘s minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or, convert part or convert all or part of such Borrowing into Base Rate Loans and Loans, (ii) if such Borrowing is of Base Rate Loans (other than Swingline Loans), on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation, or conversion of a Borrowing of Loans to the Agent (and also to the Swingline Bank, in the case of Swingline Loans) by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing). Notices of the continuation of a Borrowing of Loans comprised of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. 12:00 noon (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing of Loans shall specify the date of the requested advance, continuation or conversion of a such Borrowing (which shall be a Business Day), the amount of the requested Borrowing of Loans to be advanced, continued, or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent (or the Swingline Bank, as the case may be) may rely on any such telephonic or telecopy notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent (or the Swingline Bank, as the case may be) has acted in reliance thereon. There may be no more than five (5) different Interest Periods relating to Eurodollar Loans in effect at any one time. Notwithstanding anything contrary herein, each Swingline Loan shall be made and maintained as a Base Rate Loan and may not be converted into a Eurodollar Loan. Upon the occurrence and continuance of an Event of Default, each Eurodollar Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan and (ii) the obligation of the Banks to make or continue, or to convert Loans into, Eurodollar Loans shall be suspended.

Notice to the Agent. The Borrower Company (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof) shall give notice to the Agent by no later than 11:00 a.m. 12:00 Noon (Chicago time) ): (i) at least three (3) Business Days before the date on which the applicable Borrower requests the Banks Lenders to advance a Borrowing of Eurodollar Loans or a Borrowing in an Alternative Currency and (ii) on the date the applicable Borrower requests the Banks Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, subject to the terms and conditions hereof, the applicable Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s the minimum amount requirement for each outstanding BorrowingBorrowing set forth in Section 1.5 hereof, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or, with respect to a Borrowing denominated in U.S. Dollars, convert part or Interest Periods specified by the Borrower or convert all or part of such Borrowing into Base Rate Loans and or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower Company may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Company (acting on behalf of the applicable Borrower). The Borrower Borrowers acknowledge that no Multicurrency Revolving Loan may be requested as, or converted into, a Base Rate Loan. The Company shall give all such notices requesting the advance, continuation, continuation or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing)accordance with Section 1.7(b) hereof. Notices Notice of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. 12:00 Noon (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing andBorrowing, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto, if the Borrowing such Borrowing is a Revolving Loan, whether it is under the Multicurrency Revolving Facility or the U.S. Revolving Facility, and if such Borrowing is under the Multicurrency Revolving Facility, the currency (whether in U.S. Dollars or an Alternative Currency) of the Multicurrency Revolving Loan. The Borrower agrees that Any such written notice of an advance of Borrowing shall be substantially in the form of Exhibit E attached hereto or such other under form as may be reasonably acceptable to the Agent. Upon notice to the Company by the Agent may rely on any such telephonic or telecopy notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigationRequired Lenders (or, and in the event case of an Event of Default under Section 8.1(k) or 8.1(l) hereof with respect to any such notice Borrower, without notice), no Borrowing of Eurodollar Loans shall be advanced, continued, or created by telephone conflicts with conversion if any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereonDefault or Event of Default then exists.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 10:00 a.m. (Chicago time) (i) at least three (3) Business Days before the date on which the Borrower requests the Banks to advance a Committed Borrowing of Eurodollar Eurocurrency Loans and (ii) on the date the Borrower requests the Banks to advance a Committed Borrowing of Base Domestic Rate Loans. The Loans included in each Committed Borrowing shall bear interest initially at the rate for the type of rate the Committed Loan specified in such notice of a new Committed Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Committed Borrowing or, subject to Section 1.3’s 1.4's minimum amount requirement for each outstanding Committed Borrowing, a portion thereof, as follows: (i) if such Committed Borrowing is of Eurodollar Eurocurrency Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Committed Borrowing as Eurodollar Eurocurrency Loans for an Interest Period or Interest Periods specified by the Borrower or, if such Eurocurrency Loan is denominated in U.S. Dollars, convert part or convert all or part of such Committed Borrowing into Base Domestic Rate Loans and Loans, (ii) if such Committed Borrowing is of Base Domestic Rate Loans, on any Business Day, the Borrower may convert all or part of such Committed Borrowing into Eurodollar Eurocurrency Loans denominated in U.S. Dollars for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation, or conversion of a Committed Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing). Notices of the continuation of a Committed Borrowing of Eurodollar Eurocurrency Loans denominated in U.S. Dollars for an additional Interest Period or of the conversion of part or all of a Committed Borrowing of Eurodollar Eurocurrency Loans denominated in U.S. Dollars into Base Domestic Rate Loans or of Base Domestic Rate Loans into Eurodollar Eurocurrency Loans must be given by no later than 11:00 10:00 a.m. (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. Notices of the continuation of a Committed Borrowing of Eurocurrency Loans denominated in an Alternative Currency must be given no later than 10:00 a.m. (Chicago time) at least three (3) Business Days before the requested continuation. All such notices concerning the advance, continuation, or conversion of a Committed Borrowing shall specify the date of the requested advance, continuation or conversion of a Committed Borrowing (which shall be a Business Day), the amount of the requested Committed Borrowing to be advanced, continued, or converted, the type of Loans to comprise such new, continued or converted Committed Borrowing and, if such Committed Borrowing is to be comprised of Eurodollar Eurocurrency Loans, the currency and Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon.the

Notice to the Agent. The Borrower Company (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof) shall give notice to the Agent by no later than 11:00 10:00 a.m. (Chicago time) ): (i) at least three (3) Business Days before the date on which the applicable Borrower requests the Banks Lenders to advance a Borrowing of Eurodollar Loans or a Borrowing in an Alternative Currency and (ii) on the date the applicable Borrower requests the Banks Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, subject to the terms and conditions hereof, the applicable Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s the minimum amount requirement for each outstanding BorrowingBorrowing set forth in Section 1.5 hereof, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or, with respect to a Borrowing denominated in U.S. Dollars, convert part or Interest Periods specified by the Borrower or convert all or part of such Borrowing into Base Rate Loans and or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower Company may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Company (acting on behalf of the applicable Borrower). The Borrower Borrowers acknowledge that no Multicurrency Revolving Loan may be requested as, or converted into, a Base Rate Loan. The Company shall give all such notices requesting the advance, continuation, continuation or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing)accordance with Section 1.7(b) hereof. Notices Notice of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 10:00 a.m. (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing andBorrowing, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto, if the Borrowing such Borrowing is a Revolving Loan, whether it is under the Multicurrency Revolving Facility or the U.S. Revolving Facility, and if such Borrowing is under the Multicurrency Revolving Facility, the currency (whether in U.S. Dollars or an Alternative Currency) of the Multicurrency Revolving Loan. The Borrower agrees that Any such written notice of an advance of Borrowing shall be substantially in the form of Exhibit E attached hereto or such other under form as may be reasonably acceptable to the Agent. Upon notice to the Company by the Agent may rely on any such telephonic or telecopy notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigationRequired Lenders (or, and in the event case of an Event of Default under Section 8.1(k) or 8.1(l) hereof with respect to any such notice Borrower, without notice), no Borrowing of Eurodollar Loans shall be advanced, continued, or created by telephone conflicts with conversion if any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereonDefault or Event of Default then exists.

Notice to the Agent. The Borrower shall give notice to the Agent (and also to the Swingline Bank, in the case of Swingline Loans) by no later than 11:00 a.m. 12:00 noon (Chicago time) (i) at least three (3) Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Eurodollar Loans and (ii) no later than 10:00 a.m. (Chicago time) on the date the Borrower requests the Banks to advance a Borrowing of Loans comprised of Base Rate Loans or requests the Swingline Bank to make Swingline Loans. The Revolving Loans included in each such Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing of Revolving Loans or, subject to Section 1.3’s 2.5's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or, convert part or convert all or part of such Borrowing into Base Rate Loans and Loans, (ii) if such Borrowing is of Base Rate Loans (other than Swingline Loans), on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation, or conversion of a Borrowing of Loans to the Agent (and also to the Swingline Bank, in the case of Swingline Loans) by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing). Notices of the continuation of a Borrowing of Loans comprised of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. 12:00 noon (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing of Loans shall specify the date of the requested advance, continuation or conversion of a such Borrowing (which shall be a Business Day), the amount of the requested Borrowing of Loans to be advanced, continued, or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent (or the Swingline Bank, as the case may be) may rely on any such telephonic or telecopy notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent (or the Swingline Bank, as the case may be) has acted in reliance thereon. There may be no more than ten different Interest Periods relating to Eurodollar Loans in effect at any one time. Notwithstanding anything contrary herein, each Swingline Loan shall be made and maintained as a Base Rate Loan and may not be converted into a Eurodollar Loan. Upon the occurrence and continuance of an Event of Default, each Eurodollar Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Loan and (ii) the obligation of the Banks to make or continue, or to convert Loans into, Eurodollar Loans shall be suspended.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 10:00 a.m. (Chicago time) ): (i) at least three (3) 3 Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Eurodollar Loans, (ii) at least 3 Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Term B Loans which are Fixed Rate Loans, and (iiiii) on the date the Borrower requests the Banks to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, except with respect to Fixed Rate Loans, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s 1.5's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans and or, with respect to any Borrowing of Term B Loans, into Fixed Rate Loans or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the BorrowerBorrower or, with respect to any Borrowing of Term B Loans, into Fixed Rate Loans. The Borrower shall give all such notices requesting the advance, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Request for New Borrowing) or Exhibit C (Rollover/Conversion Request), as applicable, or in such other form acceptable to the Agent. Notices of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or Fixed Rate Loans or of Base Rate Loans into Eurodollar Loans or Fixed Rate Loans must be given by no later than 11:00 10:00 a.m. (Chicago time) at least three (3) 3 Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing shall specify the date of the requested advance, continuation continuation, or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or converted, the type of Loans to comprise such new, continued continued, or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. Notwithstanding anything to the contrary contained herein, unless otherwise agreed by the Floating Rate Payor in its discretion, (i) the original principal amount of Fixed Rate Loans available hereunder shall not exceed $35,000,000 in the aggregate, and (ii) all requests for an advance of Fixed Rate Loans or of the conversion of Base Rate Loans or Eurodollar Loans into Fixed Rate Loans shall be made, if at all, prior to September 30, 1998, at which time the Borrower's right to thereafter select new Fixed Rate options for the Term B Loans shall expire. The Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it the Agent in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon.

Notice to the Agent. The Borrower Representative shall give notice to the Agent by no later than 11:00 a.m. 12:00 p.m. (Chicago timeNoon) (iEastern time): (x) at least three (3) Business Days before the date on which the Borrower Representative requests the Banks Lenders to advance a Borrowing of Eurodollar Loans (other than such Borrowing on the Third Restatement Closing Date), and (iiy) on the date the Borrower Representative requests the Banks Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowingnotice. Thereafter, the with respect to all such Loans, Borrower Representative may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s minimum amount requirement for each outstanding Borrowing2.6 hereof, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower Representative may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans and or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower Representative may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the BorrowerBorrower Representative. The Borrower Representative shall give all such notices requesting the advance, continuation, continuation or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Agent. Notices Notice of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. 1:00 p.m. (Chicago Eastern time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Each Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it Person the Agent in good faith believes is an Authorized Representative of Borrower Representative without the necessity of independent investigationinvestigation (each Borrower hereby indemnifies the Agent from any liability or loss ensuing from such reliance other than any liability or loss incurred as a result of Agent’s gross negligence or willful misconduct as determined by a final non-appealable decision of a court of competent jurisdiction) and, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon. Notwithstanding anything to the contrary set forth in this Agreement, and Swing Loans shall be Base Rate Loans and may not be converted or continued.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 10:00 a.m. (Chicago time) ): (i) at least three (3) 3 Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Eurodollar Loans, (ii) at least 3 Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Term Loans which are Fixed Rate Loans, and (iiiii) on the date the Borrower requests the Banks to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, except with respect to Fixed Rate Loans, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s 1.5's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans and or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit E (Request for New Borrowing) or Exhibit F (Rollover/Conversion Request), as applicable, or in such other form acceptable to the Agent. Notices of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 10:00 a.m. (Chicago time) at least three (3) 3 Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing shall specify the date of the requested advance, continuation continuation, or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or converted, the type of Loans to comprise such new, continued continued, or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it the Agent in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon.

Notice to the Agent. The Borrower Representative shall give notice to the Agent by no later than 11:00 a.m. 12:00 p.m. (Chicago timeNoon) (iEastern time): (x) at least three (3) Business Days before the date on which the Borrower Representative requests the Banks Lenders to advance a Borrowing of Eurodollar Loans and (iiy) on the date the Borrower Representative requests the Banks Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowingnotice. Thereafter, the with respect to all such Loans, Borrower Representative may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s minimum amount requirement for each outstanding Borrowing2.6 hereof, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower Representative may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans and or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower Representative may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the BorrowerBorrower Representative. The Borrower Representative shall give all such notices requesting the advance, continuation, continuation or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Agent. Notices Notice of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. 1:00 p.m. (Chicago Eastern time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Each Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it Person the Agent in good faith believes is an Authorized Representative of Borrower Representative without the necessity of independent investigationinvestigation (each Borrower hereby indemnifies the Agent from any liability or loss ensuing from such reliance other than any liability or loss incurred as a result of Agent’s gross negligence or willful misconduct as determined by a final non-appealable decision of a court of competent jurisdiction) and, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon. Notwithstanding anything to the contrary set forth in this Agreement, Swing Loans and Overadvances shall be Base Rate Loans and may not be converted or continued.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 a.m. (Chicago time) (i) at least three (3) Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Eurodollar Eurocurrency Loans and (ii) on at least one Business Day before the date on which the Borrower requests the Banks to advance a Borrowing of Base Domestic Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s 1.4's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Eurocurrency Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue all or part or all of such Borrowing as Eurodollar Eurocurrency Loans for an Interest Period or Interest Periods specified by the Borrower or convert all or part of such Borrowing into Base Domestic Rate Loans and (ii) if such Borrowing is of Base Domestic Rate Loans, on any Business Day, the Borrower may (subject to the notice requirements set forth herein) convert all or part of such Borrowing into Eurodollar Eurocurrency Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing). Notices of the continuation of a Borrowing of Eurodollar Eurocurrency Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Eurocurrency Loans into Base Domestic Rate Loans or of Base Domestic Rate Loans into Eurodollar Eurocurrency Loans must be given by no later than 11:00 a.m. (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Eurocurrency Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it in good faith believes is an Authorized Representative of the Borrower without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 a.m. (Chicago time) 12:00 noon (i) at least three (3) Business Days before the date on which the Borrower requests the Banks Lenders to advance a Borrowing of Eurodollar Loans Loans, and (ii) on the date the Borrower requests the Banks Lenders to advance a Borrowing of Base Rate LoansLoans pursuant to a duly executed Borrowing Request from an Authorized Officer, PROVIDED THAT the Borrower may give telephonic notice of such request so long as a duly executed Borrowing Request is promptly thereafter delivered or telecopied to the Agent. The Loans included in each Borrowing shall bear interest initially at the type Type of rate specified in the Borrowing Request with respect to such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type Type of interest rate borne by each Borrowing or, subject to Section 1.3’s 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans on the last day of the Interest Period applicable thereto, or the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.11; and (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the BorrowerBorrower on any Business Day. The Borrower may select multiple Interest Periods for the Loans constituting any particular Borrowing, PROVIDED THAT at no time shall give all the number of different Interest Periods for outstanding Eurodollar Loans exceed ten (10) (it being understood for such notices requesting purposes that (x) Interest Periods of the advancesame duration, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephonebut commencing on different dates, shall be promptly confirmed in writingcounted as different Interest Periods and (y) all Interest Periods commencing on the same date and of the same duration shall be counted as one Interest Period regardless of the number of Borrowings or Loans involved). Notices of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. (Chicago time) 12:00 noon at least three (3) Business Days with respect to continued or new Eurodollar Loans before the date of the requested continuation or conversion. All The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or convertedBorrowing, the type Type and Class of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy facsimile notice given by any person it in good faith believes is an Authorized Representative Officer without the necessity of independent investigationinvestigation and that, and in the event if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon.

Notice to the Agent. The Borrower Representative shall give notice to the Agent by no later than 11:00 a.m. 12:00 p.m. (Chicago timeNoon) (iEastern time): (x) at least three (3) Business Days before the date on which the Borrower Representative requests the Banks Lenders to advance a Borrowing of Eurodollar Loans (other than such Borrowing on the Fourth Restatement Closing Date), and (iiy) on the date the Borrower Representative requests the Banks Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowingnotice. Thereafter, the with respect to all such Loans, Borrower Representative may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s minimum amount requirement for each outstanding Borrowing2.6 hereof, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower Representative may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans and or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower Representative may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the BorrowerBorrower Representative provided that, no Borrowing may be advanced, converted or continued as a Eurodollar Loan at any time that an Event of Default has occurred and is continuing. The Borrower Representative shall give all such notices requesting the advance, continuation, continuation or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Agent. Notices Notice of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. 1:00 p.m. (Chicago Eastern time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Each Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it Person the Agent in good faith believes is an Authorized Representative of Borrower Representative without the necessity of independent investigationinvestigation (each Borrower hereby indemnifies the Agent from any liability or loss ensuing from such reliance other than any liability or loss incurred as a result of Agent’s gross negligence or willful misconduct as determined by a final non-appealable decision of a court of competent jurisdiction) and, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon. Notwithstanding anything to the contrary set forth in this Agreement, and Swing Loans shall be Base Rate Loans and may not be converted or continued.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 a.m. (Chicago time) 12:00 noon (i) at least three (3) Business Days before the date on which the Borrower requests the Banks Lenders to advance a Borrowing of Eurodollar Loans Loans, and (ii) on the date the Borrower requests the Banks Lenders to advance a Borrowing of Base Rate LoansLoans pursuant to a duly executed Borrowing Request substantially in the form of Exhibit 2.5 (each a "Borrowing Request"). The Loans included in each Borrowing shall bear interest initially at the type of rate specified in the Borrowing Request with respect to such notice of a new Borrowing. Thereafter, subject to Section 2.5(c), the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s 2.4's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans on the last day of the Interest Period applicable thereto, or the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.13; and (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the BorrowerBorrower on any Business Day. The Borrower may select multiple Interest Periods for the Loans constituting any particular Borrowing, provided that at no time shall give all the number of different Interest Periods for outstanding Eurodollar Loans exceed twenty (20) (it being understood for such notices requesting purposes that (x) Interest Periods of the advancesame duration, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephonebut commencing on different dates, shall be promptly confirmed in writingcounted as different Interest Periods and (y) all Interest Periods commencing on the same date and of the same duration shall be counted as one Interest Period regardless of the number of Borrowings or Loans involved (except they shall count as different Interest Periods if and to the extent Loans from different tranches are involved). Notices of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. (Chicago time) 12:00 noon at least three (3) Business Days with respect to Eurodollar Loans before the date of the requested continuation or conversion. All The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing, the Credit under which such Borrowing is to be advanced, continued, or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy facsimile notice given by any person it in good faith believes is an Authorized Representative authorized representative of the Borrower without the necessity of independent investigationinvestigation and that, and in the event if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon.

Notice to the Agent. The Borrower Representative shall give notice to the Agent by no later than 11:00 a.m. 12:00 p.m. (Chicago Eastern time) ): (i) with respect to Revolving Loans, (x) at least three (3) Business Days before the date on which the Borrower Representative requests the Banks Lenders to advance a Borrowing of Eurodollar Loans and (iiy) on the date the Borrower Representative requests the Banks Lenders to advance a Borrowing of Base Rate Loans or Daily Floating LIBOR Loans, (ii) and with respect to Term Loans, (x) at least three (3) Business Days before the date on which Borrower Representative requests the Lenders to advance a Borrowing of Daily Floating LIBOR Loans, Eurodollar Loans and/or of Base Rate Loans (provided, however, that no such request for any Term Loan shall be made at a time when there exists a Default or Event of Default), in each case which notice shall specify the type of such proposed Borrowing. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowingnotice. Thereafter, the with respect to all such Loans, Borrower Representative may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s minimum amount requirement for each outstanding Borrowing2.6 hereof, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower Representative may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans and or Daily Floating LIBOR Loans or (ii) if such Borrowing is of Base Rate Loans or Daily Floating LIBOR Loans, on any Business Day, the Borrower Representative may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the BorrowerBorrower Representative. The Borrower Representative shall give all such notices requesting the advance, continuation, continuation or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Agent. Notices Notice of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Daily Floating LIBOR Loans into Eurodollar Loans must be given by no later than 11:00 a.m. 12:00 p.m. (Chicago Eastern time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Each Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it Person the Agent in good faith believes is an Authorized Representative of Borrower Representative without the necessity of independent investigationinvestigation (each Borrower hereby indemnifies the Agent from any liability or loss ensuing from such reliance other than any liability or loss incurred as a result of Agent’s gross negligence or willful misconduct as determined by a final non-appealable decision of a court of competent jurisdiction) and, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon. Notwithstanding anything to the contrary set forth in this Agreement, Swing Loans shall be Base Rate Loans and may not be converted or continued.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 a.m. (Chicago time) 12:00 noon (i) at least three (3) Business Days before the date on which the Borrower requests the Banks Lenders to advance a Borrowing of Eurodollar Loans Loans, and (ii) on the date the Borrower requests the Banks Lenders to advance a Borrowing of Base Rate LoansLoans pursuant to a duly executed Borrowing Request from an Authorized Officer, PROVIDED THAT the Borrower may give telephonic notice of such request so long as a duly executed Borrowing Request is promptly thereafter delivered or telecopied to the Agent. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in the Borrowing Request with respect to such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans on the last day of the Interest Period applicable thereto, or the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees and funding losses provided in Section 2.11; and (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the BorrowerBorrower on any Business Day. The Borrower may select multiple Interest Periods for the Revolving Loans constituting any particular Borrowing, PROVIDED THAT at no time shall give all the number of different Interest Periods for outstanding Eurodollar Loans exceed ten (10) (it being understood for such notices requesting purposes that (x) Interest Periods of the advancesame duration, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephonebut commencing on different dates, shall be promptly confirmed in writingcounted as different Interest Periods and (y) all Interest Periods commencing on the same date and of the same duration shall be counted as one Interest Period regardless of the number of Borrowings or Loans involved). Notices of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. (Chicago time) 12:00 noon at least three (3) Business Days with respect to continued or new Eurodollar Loans before the date of the requested continuation or conversion. All The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing Request which shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or convertedBorrowing, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy facsimile notice given by any person it in good faith believes is an Authorized Representative Officer without the necessity of independent investigationinvestigation and that, and in the event if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 9:00 a.m. (Chicago time) (i) at least three (3) Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Eurodollar Eurocurrency Loans and (ii) on the date the Borrower requests the Banks to advance a Borrowing of Base Domestic Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s 's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Eurocurrency Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Eurocurrency Loans for an Interest Period or Interest Periods specified by the Borrower or, if such Eurocurrency Loan is denominated in U.S. Dollars, convert part or convert all or part of such Borrowing into Base Domestic Rate Loans and Loans, (ii) if such Borrowing is of Base Domestic Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Eurocurrency Loans denominated in U.S. Dollars for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing). Notices of the continuation of a Borrowing of Eurodollar Eurocurrency Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Eurocurrency Loans denominated in U.S. Dollars into Base Domestic Rate Loans or of Base Domestic Rate Loans into Eurodollar Eurocurrency Loans denominated in U.S. Dollars must be given by no later than 11:00 9:00 a.m. (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Eurocurrency Loans, the currency and Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 10:00 a.m. (Chicago time) (i) at least three (3) Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Eurodollar LIBOR Loans and (ii) on at least one (1) Business Day before the date on which the Borrower requests the Banks to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s 2.4's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar LIBOR Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar LIBOR Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans and Loans, (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar LIBOR Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting requesting, the advance, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing). Notices of the continuation of a Borrowing of Eurodollar LIBOR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar LIBOR Loans into Base Rate Loans or of Base Rate Loans into Eurodollar LIBOR Loans must be given by no later than 11:00 10:00 a.m. (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar LIBOR Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon. There may be no more than fifteen different Interest Periods in effect at any one time, provided that for purposes of determining the number of Interest Periods in effect at any one time, all Base Rate Loans shall be deemed to have one and the same Interest Period.

Notice to the Agent. The Borrower Company (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof) shall give notice to the Agent by no later than 11:00 a.m. 12:00 Noon (Chicago time) ): (i) at least three (3) Business Days before the date on which the applicable Borrower requests the Banks Lenders to advance a Borrowing of Eurodollar SOFR Loans or a Borrowing in an Alternative Currency and (ii) on the date the applicable Borrower requests the Banks Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, subject to the terms and conditions hereof, the applicable Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s the minimum amount requirement for each outstanding BorrowingBorrowing set forth in Section 1.5 hereof, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar SOFR Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar SOFR Loans for an Interest Period or, with respect to a Borrowing denominated in U.S. Dollars, convert part or Interest Periods specified by the Borrower or convert all or part of such Borrowing into Base Rate Loans and or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower Company may convert all or part of such Borrowing into Eurodollar SOFR Loans for an Interest Period or Interest Periods specified by the Company (acting on behalf of the applicable Borrower). The Borrower Borrowers acknowledge that no Multicurrency Revolving Loan may be requested as, or converted into, a Base Rate Loan. The Company shall give all such notices requesting the advance, continuation, continuation or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing)accordance with Section 1.7(b) hereof. Notices Notice of the continuation of a Borrowing of Eurodollar SOFR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar SOFR Loans must be given by no later than 11:00 a.m. 12:00 Noon (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing andBorrowing, if such Borrowing is to be comprised of Eurodollar SOFR Loans, the Interest Period applicable thereto, if the Borrowing such Borrowing is a Revolving Loan, whether it is under the Multicurrency Revolving Facility or the U.S. Revolving Facility, and if such Borrowing is under the Multicurrency Revolving Facility, the currency (whether in U.S. Dollars or an Alternative Currency) of the Multicurrency Revolving Loan. The Borrower agrees that Any such written notice of an advance of Borrowing shall be substantially in the form of Exhibit E attached hereto or such other under form as may be reasonably acceptable to the Agent. Upon notice to the Company by the Agent may rely on any such telephonic or telecopy notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigationRequired Lenders (or, and in the event case of an Event of Default under Section 8.1(k) or 8.1(l) hereof with respect to any such notice Borrower, without notice), no Borrowing of SOFR Loans shall be advanced, continued, or created by telephone conflicts with conversion if any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereonDefault or Event of Default then exists.

Notice to the Agent. The Borrower Company (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof) shall give notice to the Agent by no later than 11:00 a.m. 12:00 Noon (Chicago time) ): (i) at least three (3) Business Days before the date on which the applicable Borrower requests the Banks Lenders to advance a Borrowing of Eurodollar EurodollarSOFR Loans or a Borrowing in an Alternative Currency and (ii) on the date the applicable Borrower requests the Banks Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, subject to the terms and conditions hereof, the applicable Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s the minimum amount requirement for each outstanding BorrowingBorrowing set forth in Section 1.5 hereof, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar EurodollarSOFR Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar EurodollarSOFR Loans for an Interest Period or, with respect to a Borrowing denominated in U.S. Dollars, convert part or Interest Periods specified by the Borrower or convert all or part of such Borrowing into Base Rate Loans and or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower Company may convert all or part of such Borrowing into Eurodollar EurodollarSOFR Loans for an Interest Period or Interest Periods specified by the Company (acting on behalf of the applicable Borrower). The Borrower Borrowers acknowledge that no Multicurrency Revolving Loan may be requested as, or converted into, a Base Rate Loan. The Company shall give all such notices requesting the advance, continuation, continuation or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing)accordance with Section 1.7(b) hereof. Notices Notice of the continuation of a Borrowing of Eurodollar EurodollarSOFR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar EurodollarSOFR Loans must be given by no later than 11:00 a.m. 12:00 Noon (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing andBorrowing, if such Borrowing is to be comprised of Eurodollar EurodollarSOFR Loans, the Interest Period applicable thereto, if the Borrowing such Borrowing is a Revolving Loan, whether it is under the Multicurrency Revolving Facility or the U.S. Revolving Facility, and if such Borrowing is under the Multicurrency Revolving Facility, the currency (whether in U.S. Dollars or an Alternative Currency) of the Multicurrency Revolving Loan. The Borrower agrees that Any such written notice of an advance of Borrowing shall be substantially in the form of Exhibit E attached hereto or such other under form as may be reasonably acceptable to the Agent. Upon notice to the Company by the Agent may rely on any such telephonic or telecopy notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigationRequired Lenders (or, and in the event case of an Event of Default under Section 8.1(k) or 8.1(l) hereof with respect to any such notice Borrower, without notice), no Borrowing of EurodollarSOFR Loans shall be advanced, continued, or created by telephone conflicts with conversion if any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereonDefault or Event of Default then exists.

Notice to the Agent. The Borrower Company (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof) shall give notice to the Agent by no later than 11:00 10:00 a.m. (Chicago time) ): (i) at least three (3) Business Days before the date on which the applicable Borrower requests the Banks Lenders to advance a Borrowing of Eurodollar Loans or a Borrowing in an Alternative Currency and (ii) on the date the applicable Borrower requests the Banks Lenders to advance a Borrowing of Base Domestic Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, subject to the terms and conditions hereof, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s the minimum amount requirement for each outstanding BorrowingBorrowing set forth in Section 1.5 hereof, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or, with respect to a Borrowing denominated in U.S. Dollars, convert part or Interest Periods specified by the Borrower or convert all or part of such Borrowing into Base Domestic Rate Loans and or (ii) if such Borrowing is of Base Domestic Rate Loans, on any Business Day, the Borrower Company may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Company (acting on behalf of the applicable Borrower). The Borrower Borrowers acknowledge that no Multicurrency Revolving Loan may be requested as, or converted into, a Domestic Rate Loan. The Company shall give all such notices requesting the advance, continuation, continuation or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing)accordance with Section 1.7(b) hereof. Notices Notice of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Domestic Rate Loans into Eurodollar Loans must be given by no later than 11:00 10:00 a.m. (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing andBorrowing, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto, if the Borrowing such Borrowing is a Revolving Loan, whether it is under the Multicurrency Revolving Facility or the U.S. Revolving Facility, and if such Borrowing is under the Multicurrency Revolving Facility, the currency (whether in U.S. Dollars or an Alternative Currency) of the Multicurrency Revolving Loan. The Upon notice to the Borrower agrees that by the Agent may rely on any such telephonic or telecopy notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigationRequired Lenders (or, and in the event case of an Event of Default under Section 8.1(k) or 8.1(l) hereof with respect to any such notice Borrower, without notice), no Borrowing of Eurodollar Loans shall be advanced, continued, or created by telephone conflicts with conversion if any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereonDefault or Event of Default then exists.

Notice to the Agent. The Borrower Representative shall give notice to the Agent by no later than 11:00 a.m. 12:00 p.m. (Chicago timeNoon) (iEastern time): (x) at least three (3) Business Days before the date on which the Borrower Representative requests the Banks Lenders to advance a Borrowing of Eurodollar Loans and (iiy) on the date the Borrower Representative requests the Banks Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowingnotice. Thereafter, the with respect to all such Loans, Borrower Representative may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s minimum amount requirement for each outstanding Borrowing2.6 hereof, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower Representative may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans and or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower Representative may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the BorrowerBorrower Representative. The Borrower Representative shall give all such notices requesting the advance, continuation, continuation or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Agent. Notices Notice of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. 1:00 p.m. (Chicago Eastern time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, continuation or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Each Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it Person the Agent in good faith believes is an Authorized Representative of Borrower Representative without the necessity of independent investigationinvestigation (each Borrower hereby indemnifies the Agent from any liability or loss ensuing from such reliance other than any liability or loss incurred as a result of Agent’s gross negligence or willful misconduct as determined by a final non-appealable decision of a court of competent jurisdiction) and, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon. Notwithstanding anything to the contrary set forth in this Agreement, Swing Loans shall be Base Rate Loans and may not be converted or continued.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 a.m. (Chicago time) ): (i) at least three (3) 3 Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Eurodollar Loans under the Revolving Credit Commitments and (ii) on the date the Borrower requests the Banks to advance a Borrowing of Base Rate LoansLoans under the Revolving Credit Commitments. The Loans included in each such Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each such Borrowing or, subject to Section 1.3’s 1.4's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans and or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation, or conversion of a Borrowing under the Revolving Credit Commitments in each case to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing) substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Agent under -6- the Revolving Credit Commitments. Notices of the continuation of such a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of such a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. (Chicago time) at least three (3) 3 Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing under the Revolving Credit Commitments shall specify the date of the requested advance, continuation continuation, or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or converted, the type of Loans to comprise such new, continued continued, or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it the Agent in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in good faith in reliance thereon.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 a.m. (Chicago time) (i) at least three (3) Business Days before the date on which the Borrower requests the Banks Lenders to advance a Borrowing of Eurodollar Loans Loans, and (ii) on the date the Borrower requests the Banks Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s 2.3's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans on the last day of the Interest Period applicable thereto, or the Borrower may earlier convert part or all of such Borrowing into Base Rate Loans so long as it pays the breakage fees provided in Section 2.12, and all interest accrued on such Borrowing, and (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing)on any Business Day. Notices of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All The Borrower shall give such notices concerning the advance, continuation, or conversion of a Borrowing by telephone or facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing). Such written notice shall be in the form of a Borrowing Request in the form of Exhibit 2.4 which shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing, whether any portion of the requested Borrowing to shall be advanced, continued, or convertedused for funding any Acquisition, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy facsimile notice given by any person it in good faith believes is an Authorized Representative authorized representative of the Borrower without the necessity of independent investigationinvestigation and that, and in the event if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon.

Notice to the Agent. The Borrower shall give notice to the Agent by no later than 11:00 10:00 a.m. (Chicago time) ): (i) at least three (3) 3 Business Days before the date on which the Borrower requests the Banks Lenders to advance a Borrowing of Eurodollar Loans and (ii) on the date the Borrower requests the Banks Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 1.3’s 1.6's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower or convert part or all or part of such Borrowing into Base Rate Loans and or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Request for New Borrowing) or Exhibit C (Rollover/Conversion Request), as applicable, or in such other form acceptable to the Agent. Notices of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 10:00 a.m. (Chicago time) at least three (3) 3 Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing shall specify the date of the requested advance, continuation continuation, or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or converted, the type of Loans to comprise such new, continued continued, or converted Borrowing and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it the Agent in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon.

Notice to the Agent. The Borrower shall give irrevocable notice to the Agent in the form of a Notice of Borrowing by no later than 11:00 10:30 a.m. (Chicago time) (i) at least (x) three (3) Business Days in the case of Eurocurrency Loans denominated in U.S. Dollars and (y) four (4) Business Days in the case of Eurocurrency Loans denominated in any Optional Currency before the date on which the Borrower requests the Banks Lenders to advance a Borrowing of Eurodollar Eurocurrency Loans and (ii) on the date the Borrower requests the Banks Lenders to advance a Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing of its Borrowings or, subject to Section 1.3’s 2.2's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Eurodollar Eurocurrency Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar Eurocurrency Loans denominated in the same currency for an Interest Period or Interest Periods specified by the Borrower or, if such Borrowing is denominated in U.S. Dollars, convert part or convert all or part of such Borrowing into Base Rate Loans and Loans, (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Eurocurrency Loans for an Interest Period or Interest Periods specified by the Borrower. Notices of the continuation of a Borrowing of Eurocurrency Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurocurrency Loans denominated in U.S. Dollars into Base Rate Loans or of Base Rate Loans into Eurocurrency Loans must be given to the Agent in the form of a Notice of Conversion/Continuation by no later than 10:30 a.m. (Chicago time) at least (x) three (3) Business Days before the date of the requested continuation or conversion for Loans denominated in U.S. Dollars and (y) four (4) Business Days before the date of a requested continuation in the case of Eurocurrency Loans denominated in an Optional Currency. The Borrower shall give all such notices requesting concerning the advance, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy facsimile (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing). Notices of the continuation of a Borrowing of Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later than 11:00 a.m. (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing and shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), for Borrowings, the amount of the requested Borrowing to be advanced, continued, or convertedBorrowing, the type of Loans to comprise such new, continued or converted Borrowing Borrowing, and, if such Borrowing is to be comprised of Eurodollar Eurocurrency Loans, the currency in which such Borrowing is to be denominated and the Interest Period applicable thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy facsimile notice given by any person it in good faith believes is an Authorized Representative authorized representative of the Borrower without the necessity of independent investigationinvestigation and that, and in the event if any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon. There shall not be more than eight (8) Borrowings of Eurocurrency Loans outstanding at any one time.